HomeMy WebLinkAbout6B(1) Blackthorn Golf Course Telephone System~. ~ ~-~
Cheryl Phipps -Blackthorn Golf Course Phone System
From: Don Inks
To: Cheryl Phipps
Date: 9/1/2009 1:28 PM
Subject: Blackthorn Golf Course Phone System
Cheryl,
Please include a note or this a-mail in the commission Agenda packet.
The current phone system at the golf course is working only intermittently, so we have procured three quotes
for a new system. The quote from AT&T for Equipment and installation is the lowest of the three. This
purchase is being funded from the Golf Course budget, not TIF. We need to move quickly as sales are being
lost when the phones are not working.
Thanks.
file://C:\Documents and Settings\CPHIPPS\Local Settings\Temp\XPgrpwise\4A9D216ES0... 9/1/2009
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ADDENDUM TO CONTRACT
BY AND BETWEEN
REDEVELOPMENT COMMISSION, CITY OF SOUTH BEND, INDIANA
AND
SBC GLOBAL SERVICES, INC.,
DBA AT&T GLOBAL SERVICES
THIS ADDENDUM is entered into this day of September, 2009, by
and between the City of South Bend, Indiana, Department of Redevelopment, acting by
and through its Redevelopment Commission, having its offices at 1200 County-City
Building, 227 West Jefferson Boulevard, South Bend, Indiana 46601 ("City") and SBC
Global Services, Inc. dba AT&T Global Services, a Delaware Corporation, with offices at
One AT&T Plaza, Dallas, Texas 75202 ("Contractor").
The purpose of this Addendum is to modify, delete, or amend certain terms and
conditions set forth in the attached contract prepared by Contractor ("Form Contract").
This Addendum and the Form Contract are incorporated into each other and, when read
together, shall constitute one integrated document and referenced hereafter as the
"Contract". Any inconsistency, conflict or ambiguity between this Addendum and the
Form Contract shall be resolved by giving precedence and effect to the Addendum.
Contractor Name: SBC Global Services, Inc. dba AT&T Global Services, a Delaware
Corporation
Contractor Address: One AT&T Plaza, Dallas, Texas 75202
Title of Form Contract: Master Agreement and attachments
Form Contract:
The attached Form Contract consists of five (5) pages with terms on one side of the
pages.
Term:
The Contract term begins on 9/8/09 (Delivery Date) and ends on 9/12/09 (Cutover Date).
Consideration:
Total consideration for the term of the Contract is Three Thousand Six Hundred Thirty
and O1/100 Dollars ($3,630.01).
By mutual agreement of the parties, the following terms and conditions are deleted from
the Form Contract:
1. Any provision requiring the City to provide insurance.
2. Any provision requiring the City to provide indemnity.
3. Any provision stating that the Contract be construed in accordance with
laws other than those of the State of Indiana.
4. Any provision requiring that suit be brought in any state other than
Indiana.
5. Any provision providing for the resolution of contract disputes.
6. Any provision requiring the City to pay taxes.
7. Any provision requiring the City to pay penalties, liquidated damages,
interest, or attorneys' fees or requiring the City to pay any sooner than
sixty (60) days.
8. Any provision modifying the statute of limitations provided by Indiana
statute.
9. Any provision relating to the time in which a claim must be made.
10. Any provision requiring payment of consideration in advance unless
expressly authorized by Indiana statute.
11. Any provision limiting disclosure of the contract in violation of the AGCess
to Public Records Act, Ind. Code § 5-14-3-3.5.
12. Any provision giving the Form Contract precedence over this Addendum.
The following terms and conditions are incorporated and made part of the Form Contract:
13. Access to Records. The Contractor, its subcontractors and agents, if any,
shall maintain all books, documents, papers, records and reports and shall provide copies
of all testing results to the City no later than the last business day of each month in which
such testing is conducted during the term of this Agreement. The Contractor shall also
make such materials available to the City for review at the Contractor's offices at all
reasonable times during the term of this Agreement and for a period of three (3) years
from the Expiration Date.
14. Assignment; Successors. The Contractor shall not assign or subcontract
the whole or any part of this Agreement without the prior written consent of the City.
15. Audits. The Contractor understands and acknowledges that it may be
required to submit to an audit of funds paid through this Agreement. Any such audit shall
be conducted in accordance with Indiana Code § 5-11-1, et seq. and audit guidelines
specified by the Indiana State Board of Accounts.
16. Changes in Scope of Services. The Contractor understands and agrees
that it shall not commence any additional work or change the scope of the Services
provided unless authorized in writing by the City. No claim for additional compensation
shall be made by Contractor in the absence of prior written approval of the Parties.
17. Compliance with Laws. The Contractor shall comply with all applicable
federal, state and local laws, rules, regulations and ordinances, and all provisions required
thereby are hereby incorporated herein by reference. The enactment of any state or
federal statute or the promulgation of any rules or regulation subsequent to execution of
this Agreement shall be reviewed by the City and the Contractor to determine whether the
provisions of this Agreement shall require formal modification.
The Contractor warrants that it and its subcontractors, if any, shall obtain and
maintain all required permits, licenses, registrations and approvals, as well as comply
with all health, safety, and environmental statutes, rules or regulations in performance of
the Services. Contractor understands and acknowledges that failure to do so shall
constitute a material breach of this Agreement and shall be grounds for immediate
termination of the Agreement and may result in denial of further work with the City.
18. Condition of Payment. The City shall not be required to pay for Services
that are inconsistent with or in violation of this Agreement nor for any Services
performed in violation of federal, state or local statute, ordinance, rule or regulation.
19. Confidentiality and Disclosure of Information. The Contractor
understands and agrees that certain data, materials, or information disclosed to the
Contractor incidental to this Agreement may contain confidential or protected
information. The Contractor agrees that it will not disclose or discuss such information
with third parties without prior written consent of the City.
The Contractor understands and agrees to comply with the legal requirements of
Indiana Code § 5-14-3-1 et. seq. (commonly known as Indiana's Access to Public
Records Act), to the extent applicable, with respect to all documentation.
20. Conflict of Interest. The Contractor acknowledges that he or she (or it
and its directors, officer, employees and agents), may. potentially be deemed to be a
"public servant" as defined by Indiana Code § 35-41-1-24. Contractor hereby represents
and certifies that it may enter into this agreement under Indiana Code § 35-44-1.
21. Drug-Free Workplace. The Contractor hereby agrees to make a good
faith effort to provide and maintain adrug-free workplace. The Contractor will give
written notice to the City within ten (10) days after receiving actual notice that the
Contractor or an employee of the Contractor within the State of Indiana has been
convicted of a criminal drug violation occurring in the workplace.
22. Relationship/Independent Contractor. Both parties, in the performance
of this Agreement, shall act in an individual capacity and not as agents, employees,
partners, joint venturers or associates of one another. The employee(s) or agent(s) of one
party shall not be deemed or construed to be the employee(s) or agent(s) of the other
party for any purpose whatsoever. Neither party will assume liability for any injury
(including death) to any person(s), or damage to any property, arising out of the acts or
omissions of the agents, employees or subcontractors of the other party. The Contractor
shall be solely responsible for providing all necessary unemployment and workers'
compensation insurance for the Contractor's employees.
Contractor is solely responsible for compliance with federal, state and local laws
and regulations relating to taxes and social security payments that may be required to be
made in connection with the compensation provided under this Agreement. The City,
however, may file informational returns with the United States Internal Revenue Service
or similar state agency regarding payment made to Contractor in accordance with this
Agreement under conditions imposed by federal, state or local laws applicable to such
payment. The City shall provide IRS Form 1099 if applicable.
23. Insurance. The Contractor shall secure and keep in force during the term
of this Agreement, the following insurance coverages, covering the Contractor for any
and all claims of any nature which may in any manner arise out of or result from this
Agreement:
(a) Commercial general liability, including contractual coverage, and products
or completed operations coverage, if applicable, with minimum liability
limits of $700,000 per person and $5,000,000 per occurrence unless
additional coverage is required by statute;
(b) Prior to commencement date of the Services provided herein, the
Contractor shall provide proof of such insurance coverage naming the City
of South Bend, Indiana as a co-insured by tendering to the City a
certificate of insurance prior to the commencement of this Agreement;
(c) The insurance coverage required under this Agreement shall include a
provision that the policy and endorsements may not be cancelled or
modified without prior written notice to the City.
24. Indemnification. Contractor hereby agrees to defend, indemnify, and hold
harmless the City, its officials, directors, employees, and agents from any and all claims
of any nature which arise from the performance by Contractor under this Agreement and
from all costs and attorney fees in connection therewith, excepting for claims arising out
of the negligence of the City, its officials, directors, employees, and agents. The
obligations of Contractor under this Section shall survive the termination or expiration of
this Agreement.
25. Equal Opportunity. Contractor shall comply with federal, state and local
law in its hiring and employment practices and policies for any activity covered by this
Agreement.
26. Entire Agreement. This Agreement sets forth the entire agreement and
understanding between the Parties as to the subject matter hereof, and merges and
supersedes all prior discussions, agreements, and understanding of any and every nature
between them.
27. Law Governing. This Agreement shall be construed and interpreted
according to the laws of the State of Indiana.
28. Force Majeure. In the event that either party is unable to perform any of
its obligations under this Agreement or to enjoy any of its benefits because of natural
disaster or decrees of governmental bodies not the fault of the affected party ("Force
Majeure Event"), the party who has been so affected shall immediately give notice to the
other party and shall do everything possible to resume performance. Upon receipt of such
notice, all obligations under this Agreement shall immediately be suspended. If the period
of non-performance exceeds thirty (30) calendar days from receipt of notice of the Force
Majeure Event, the party whose ability to perform may terminate this Agreement by
giving written notice to the other party.
29. Notices. All notices or other communications which are required or
permitted under the terms of this Agreement shall be sufficient if delivered personally, by
registered or certified mail, return receipt requested, or by generally recognized, prepaid,
overnight air courier services, to the address and individual set forth below. All such
notices to either party shall be deemed to have been provided when delivered, if delivered
personally, three (3) days after mailed, if sent by registered or certified mail, or the next
business day, if sent by generally recognized, prepaid, overnight air courier services.
To the City:
With a Copy to:
To the Contractor:
City of South Bend, Indiana
Department of Redevelopment
1200 County-City Building
227 West Jefferson
South Bend, Indiana 46601
City Attorney
City of South Bend, Indiana
Legal Department
1400 County-City Building
227 West Jefferson
South Bend, Indiana 46601
SBC Global Services, Inc.
dba AT&T Global Services
One AT&T Plaza
Dallas, Texas 75202
30. Funding Cancellation and Payments. In accordance with I.C. 36-1-12.5-
5(d)(4), payments by the City are subject to annual appropriation by the Redevelopment
Commission.
31. Merger & Modification. This Agreement represents the entire agreement
between the parties. No understanding(s), agreement(s) or representation(s), written or
oral, not specified within this Agreement will be deemed valid provisions of the
Agreement. This Agreement may not be modified, supplemented or amended except by
written agreement signed by all necessary parties.
32. Severability. The invalidity of any section, subsection, clause or provision
of this Agreement shall not affect the validity of the remaining sections, subsections,
clauses or provisions of this Agreement.
33. Counterparts. This Agreement may be executed in counterparts, all of
which shall be deemed originals.
34. Corporate Authority. The undersigned persons executing and delivering
this Agreement on behalf of the Contractor represent and certify that they are the duly
authorized and have been fully empowered to execute and deliver this Agreement and
that all necessary partnership action has been taken and done.
35. Non-Collusion and Acceptance. The undersigned attests, subject to the
penalties for perjury, that he/she is the Contractor, or that he/she is the properly
authorized representative, agent, member or officer of the Contractor, that he/she has not,
nor has any other member, employee, representative, agent or officer of the Contractor,
directly or indirectly, to the best of the undersigned's knowledge, entered into or offered
to enter into any combination, collusion or agreement to receive or pay, and that he/she
has not received or paid, any sum of money or other consideration for the execution of
this Agreement other than that which appears upon the fact of this Agreement.
[SIGNATURE PAGES ATTACHED]
IN WITNESS WHEREOF, the Parties hereto have caused this Addendum to be
executed as of the day and year first above written.
SBC Global Services, Inc. dba AT&T
Global Services
ignature
Prince ame an Tit e
CITY OF SOUTH BEND,
DEPARTMENT OF REDEVELOPMENT
Prince Name an Tit e
South Bend Redevelopment Commission
ATTEST:
Prince R'nme an it e
South Bend Redevelopment Commission
Master Agreement
This Master Agreement (the "Agreement") is between SBC Global Services, Inc. dba AT&T Global Services, a Delaware
corporation with offices at One AT&T Plaza, Dallas, Texas 75202, on behalf of itself and those Affiliates identified in those
Addenda, Attachments, Orders, and/or SOWs that may be entered into from time to time and incorporated by reference into
this Agreement (individually and collectively, "AT&T") and Blackthorn Golf Club ("Customer"), a IN government agency, with
offices at 6100 Nimtz Parkway South Bend, is effective on the date of last execution ("Effective Date"). AT&T and Customer
are sometimes referred to herein collectively as the "Parties" or individually as a "Party."
References to "Agreement" refer to this Agreement, any applicable tariff or guidebook, and the documents listed in the
Addendum and Attachment List, including any Statement of Work ("SOW"). New or revised Addenda, Attachments, Orders,
and/or Statements of Work must be signed by Customer and AT&T Affiliate. The following order of precedence applies to the
documents comprising an Agreement: (1) any applicable guidebook and tariff(s), (2) Addenda (and related SOWs and
Attachments), (3) this Agreement, and (4) Orders.
Notices from a Party concerning this Agreement must be written and delivered to the other Party at the address(es) below (i)
in person, (ii) by certified mail, return receipt requested, (iii) by traceable overnight delivery, or (iv) by facsimile, electronically
confrmed and followed immediately by U.S. Mail. Notice will be effective upon delivery.
To Customer: Blackthorn Golf Club
6100 Nimtz Parkway
South Bend, IN 46628
Fax:
Attention: Rick Reid
To AT&T: AT&T Sales Team -Contract Notice
240 N. Meridian
Indianapolis, IN 46204
Fax:
Attention: AT&T Account Team for Blackthorn Golf Club
SO AGREED by the Parties' respective authorized signatories:
Blackthorn Golf Club AT&T GLOBAL SERVICES
By: gy:
Name:
Title:
Date:
Name:
Title:
Date:
CONFIDENTIAL INFORMATION
This Agreement is for use by authorized employees of the parties hereto only and is not for general distribution
within or outside their companies.
Master_Agreement_S Page 1 of5 Iv9099 11/16/07
Master Agreement Terms and Conditions
DEFINITIONS
1.1 "Affiliate" means an entity that controls, is controlled by, or is under common control with a Party.
1.2 "Confidential Information" means ideas, know-how, trade secrets, computer programs, technical information, and other
confidential information which is disclosed by a disclosing Party to a receiving Party under this Agreement. The terms of
this Agreement shall be deemed Confidential Information by the Parties.
1.3 "Cutover" occurs (except as otherwise described herein or in an Addendum/Attachment/SOW) (a) for a Service when
the Service is first provisioned or otherwise available for Customer's use at any single Site; and/or (b) for Equipment
when the Equipment is delivered to the carrier for shipment, or if installation by AT&T is provided as part of the Services,
then upon AT&T's installation of the Equipment.
1.4 "Equipment" means equipment that AT&T sells or leases to Customer under this Agreement.
1.5 "Software" means computer programs and related object code licensed by AT&T to Customer, including any software
licensed with or separately from Equipment.
1.6 "Normal Business Hours" means Monday through Friday, 8:00 a.m. to 5:00 p.m. (local time), excluding AT&T
recognized holidays.
1.7 "Order" means any purchase order for Equipment or Services that references this Agreement (or an Addendum).
1.8 "Service(s)" means any or all services provided by AT&T, as further described in this Agreement or an Addendum.
1.9 "Site(s)" means Customer locations where AT&T is to perform Services.
2. SERVICE-SPECIFIC TERMS AND CONDITIONS
2.1 Limitation on Service; Applicability of Tariffs. Service is offered subject to the availability and operational limitations of
the necessary systems, facilities, and equipment. Except as otherwise specifed in an Addendum, regulated Services
(e.g., local or long distance telephone service) are subject to applicable tariffs and/or guidebooks (generally available at
www.sbc.com or from an AT&T sales representative). Customer and any Customer end-user use of Service shall at all
times comply with applicable laws, regulations and any AT&T written or electronic instructions for use.
2.2 Payment and Billing. Customer will pay AT&T (i) the monthly fees and nonrecurring charges set forth in the applicable
Addendum (or, in the case of regulated services, at the charges set forth in the applicable tariff and/or guidebook), and
(ii) applicable taxes, surcharges, and recovery fees (including universal service fees), and customs and duties. Except
as otherwise provided in the applicable Addendum, (i) billing commences on Cutover; (ii) payment is due within 30 days
after the date of invoice; and (iii) payment is subject to AT&T's credit requirements and AT&T may require a security
deposit to ensure prompt payment. Customer will advise AT&T of any billing dispute within 30 days after receipt of
invoice or the invoice shall be deemed correct. In addition to recovering attorneys' fees and costs of collection, AT&T
may assess a late payment fee equal to (i) the lesser of 1.5% per month or the maximum amount allowed by law for
Equipment or non-regulated Services, and (ii) as prescribed by the applicable tariff or guidebook for regulated Services.
If Customer pays electronically, Customer agrees to pay using Automated Clearing House (ACH) which shall include
remittance information.
3. GENERAL TERMS AND CONDITIONS
3.1 Term and Termination. This Agreement will start on the Effective Date and remain in effect until terminated by either
Party as provided herein (the "Term"). Each Addendum is coterminous with this Agreement, unless the Addendum
specifies a different term. Upon expiration of the term specified, each Addendum shall remain in effect on a month-to-
month basis at AT&T's then current monthly pricing. Customer, and AT&T (in the case of Services that are no longer
under a term commitment), may terminate this Agreement or an Addendum without cause and for convenience upon 30
days' prior written notice. If Customer terminates an Addendum with a specified term or term commitment, Customer
shall pay the termination liability (i) specified in the Addendum; or (ii) if no termination liability is specified, an amount
equal to (a) 50% of the remaining monthly recurring charges due under the Addendum; and (b) any charges imposed on
AT&T by any third party as a result of Customer's early termination. Customer may cancel an Order for Equipment prior
to Cutover, subject to payment of any non-recoverable restocking fees or costs incurred by AT&T. Customer may not
cancel an Order for Equipment after Cutover.
3.2 Termination for Breach. This Agreement (or applicable Addendum) may be terminated immediately by either Party or
AT&T may suspend performance hereunder or thereunder, upon written notice to the other Party if the other Party (i) is
in material breach (including but not limited to failure to make timely undisputed payments) and such failure or breach is
not remedied within 30 days after the terminating Party provides written notice to the breaching Party specifically
describing such breach; (ii) ceases to carry on business as a going concern, becomes the object of voluntary or
involuntary bankruptcy or liquidation, or a receiver is appointed with respect to a substantial part of its assets; (iii)
CONFIDENTIAL INFORMATION
This Agreement is for use by authorized employees of the parties hereto only and is not for general distribution
within or outside their companies.
Master_Agreement_S Page 2 of 5 Iv9099 11/16/07
Master Agreement Terms and Conditions
engages in fraud, criminal conduct, or willful misconduct; or (iv) breaches the confidentiality obligations under this
Agreement.
3.3 Force Majeure. Except in the case of payment of amounts due, neither Party will be liable to the other Party for any
failure of performance due to any cause beyond that Party's reasonable control, including acts of God, fire, explosion,
vandalism, terrorism, cable cut, storm, or other similar occurrence, any law, order, regulation, direction, action, or
request by any government, civil, or military authority, national emergencies, insurrections, riots, wars, labor difficulties,
supplier failures, shortages, breaches, or delays, or preemption of existing Service to restore Service in compliance with
the regulatory rules and regulations, or, in the case of AT&T, delays caused by Customer or Customer's service or
equipment vendors.
3.4 Assignment. Neither this Agreement (including any Addendum) nor any interest therein may be assigned, sublet, or in
any manner transferred by Customer without the prior written consent of AT&T. Any attempted assignment or transfer in
contravention of the preceding sentence will be void. AT&T may assign or subcontract any portion of the Services to be
performed without Customer's prior written approval.
3.5 Use of Confidential Information. During the Term, each Party may obtain Confidential Information from the other Party.
Written or other tangible Confidential Information must at the time of disclosure be identified and labeled as Confidential
Information belonging to the disclosing Party. When disclosed orally or visually, Confidential Information must be
identified as confidential at the time of the disclosure, with subsequent confirmation in writing within 15 days after
disclosure. Neither Party may during the Term and for 3 years thereafter disclose any of the other Party's Confidential
Information to any third party. Neither Party may use the other Party's Confidential Information except to perform its
duties under this Agreement. The Confidential Information restrictions will not apply to Confidential Information that is (i)
already known to the receiving Party, (ii) becomes publicly available through no wrongful act of the receiving Party, (iii)
independently developed by the receiving Party without benefit of the disclosing Party's Confidential Information, or (iv)
disclosed by the disclosing Party to a third party without an obligation of confidentiality. Upon termination of this
Agreement or an applicable Addendum, each Party will return the other Party's Confidential Information.
3.6 Customer Information; Access and Safe Working Environment AT&T may rely on any information provided by Customer
and assumes no liability for any damages or costs that result from errors or omissions in such information. Customer
shall provide AT&T with timely access to Customer information, facilities or equipment as AT&T reasonably requires to
provide the Services and keep AT&T informed on developments in Customer's business or operations that may impact
Service. AT&T may share Customer information and Confidential Information (including billing and usage information for
Services purchased) with AT&T Affiliates and inform Customer of other AT&T product/service offerings. Customer shall
maintain the Site in a suitable and safe working environment, free of Hazardous Materials. Customer represents and
warrants that the area of the Site where AT&T performs Services is free of Hazardous Materials. AT&T does not handle,
remove or dispose of, nor does AT&T accept any liability for, any Hazardous Materials at the Site. Customer shall pay
AT&T for any damages, costs, fines or penalties AT&T incurs as result of the presence or release of such Hazardous
Materials. If AT&T encounters any such Hazardous Materials, AT&T may terminate this Agreement or suspend
performance until Customer removes and cleans up at its expense Hazardous Materials in accordance with this
Agreement and applicable law. For purposes hereof, "Hazardous Materials" means any substance whose use, transport,
storage, handling, disposal, or release is regulated to any law related to pollution, protection of air, water, or soil, or
health and safety.
3.7 Publicity. During the Term, AT&T may refer to Customer, orally and in writing, as a customer of AT&T and may publish
a press release announcing in general terms that AT&T and Customer have entered into this Agreement and AT&T may
in general terms describe the activities contemplated hereunder. Any other reference to one Party by the other Party
requires written consent of the first Party.
3.8 I_imitation of Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY
INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL
DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES RELATED TO LOST
PROFITS, TOLL FRAUD, LOSS OF USE, AND LOSS OF DATA, OR FAILURE TO
REALIZE SAVINGS OR BENEFITS) ARISING UNDER THIS AGREEMENT, EVEN IF
ADVISED OF THE POSSIBILITY OF SUCH LOSS. EXCEPT AS OTHERWISE
PROVIDED IN ANY APPLICABLE TARIFF OR GUIDEBOOK, THE TOTAL AGGREGATE
LIABILITY OF AT&T, ITS SUPPLIERS, LICENSORS, AFFILIATES, DIRECTORS,
OFFICERS, AND/OR EMPLOYEES UNDER OR IN CONNECTION WITH THIS
AGREEMENT WILL BE LIMITED TO PROVEN DIRECT DAMAGES NOT TO EXCEED
AMOUNTS ACTUALLY PAID BY CUSTOMER DURING THE 3-MONTH PERIOD
IMMEDIATELY PRECEDING THE DATE OF THE CIRCUMSTANCES GIVING RISE TO
THE FIRST CLAIM FOR DAMAGES UNDER THIS AGREEMENT.
CONFIDENTIAL INFORMATION
This Agreement is for use by authorized employees of the parties hereto only and is not for general distribution
within or outside their companies.
Master_Agreement_S Page 3 of 5 Iv9099 11/16/07
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3.9 Warranties; Disclaimer of Other Warranties. With respect to maintenance or professional Services, AT&T warrants that
the Services will be performed in a professional and workmanlike manner. AT&T further warrants that it has good title to
the Equipment and that the Equipment will perform in accordance with the manufacturer's published specifications
during the warranty period set forth by such manufacturer and AT&T will use commercially reasonable efforts to
subrogate any AT&T claims or rights against the Equipment manufacturer to Customer. AT&T makes no warranties and
assumes no liability for any defects or nonconformities caused by non-AT&T approved modifications or alterations;
misuse, accident or neglect; or Customer failure to comply with AT&T or AT&T vendor specifications or requirements for
use. These warranties do not cover and AT&T has no responsibility for (a) installation, maintenance or operation of non-
AT&T provided equipment or software or impairment caused by such equipment/software; (b) compatibility of such
equipment/software with AT&T-provided Equipment or Software; or (c) modifications, alternations or repairs to
Equipment or Software by persons other than AT&T or its authorized agents. EXCEPT FOR THE FOREGOING, OR AS
EXPRESSLY SET FORTH IN AN ADDENDUM, AT&T MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE AND WARRANTIES RELATED TO THE MATERIALS, SERVICE, EQUIPMENT OR SOFTWARE, ALL OF
WHICH ARE PROVIDED "AS IS" TO THE FULL EXTENT PERMITTED BY LAW.
3.10 Indemnities. Customer will indemnify and defend AT&T, its directors, officers, employees, agents and their successors
("Agents") from and against any and all third party claims and related loss, liability, damage and expense, including
attorneys' fees, (collectively "Damages") arising from improper use of Services or information or any content or data
transmitted over any AT&T network or facilities.
3.11 Equipment. To the extent that Customer purchases Equipment under an Addendum/AttachmenUSOW, the following
additional terms apply: AT&T will deliver the Equipment FOB shipping point, freight prepaid and charged. Title to the
Equipment and all risk of loss to the Equipment shall pass to Customer at Cutover. Upon Cutover, AT&T hereby grants to
Customer a personal, nontransferable, non-exclusive license to use the Software on or with the corresponding Equipment
and AT&T (or its licensors) shall retain and continue to own all right, title and interest in any Software and all copies.
Customer will furnish any conduit, holes, wireways, v~iring, plans, equipment, space, power/utilities, and all other items
reasonably required to perform installation and other Services related to the Equipment and obtain any necessary licenses,
permits and consents to do so. Customer has 30 days after Cutover to test the Equipment and provide AT&T with written
notice if the Equipment is defective and does not conform to manufacturer's specifications. AT&T will repair or replace (at its
option and expense) any such non-conformity and if the Equipment fails to conform after a reasonable number of attempts to
do so, AT&T will (at its option and expense) provide replacement Equipment or refund payments for non-conforming
Equipment. AT&T is not responsible for and shall have no liability for, or any impairment caused by (a) any non-conformity
caused by improper use or environmental or electrical conditions or attachment of non-AT&T or manufacturer materials or
devices; or (b) installation, operation or maintenance of non-AT&T hardware/software. Customer is responsible for ensuring
that such non-AT&T hardware/software is compatible with the Services, Equipment or Software. If Customer does not deliver
a written certificate of acceptance or written notice of nonconformity within 30 days after Cutover, the Equipment shall be
deemed accepted.
3.12 Miscellaneous. This Agreement sets forth the entire understanding of the Parties and supersedes any and all prior
agreements, representations, and understandings relating to the subject matter hereof. No modifications or subsequent
agreements concerning the subject matter of this Agreement will be effective unless made in writing and signed by the
Parties. The parties agree that this transaction may be conducted by electronic means. AT&T shall not be bound by any
electronic or pre-printed terms additional to, or different from, those in this Agreement that may appear in Customer's form
documents, orders, acknowledgments or other communications. Customer shall not resell any Services without AT&T's
written consent. Any legal action arising under this Agreement must commence within 2 years after the cause of action
arises. AT&T, its employees, agents, and representatives are not employees, servants, partners, or joint venturers of or
with Customer. AT&T is an independent contractor and will at all times direct, control, and supervise all of its employees.
This Agreement will be governed by the laws of Texas, without regard to its conflicts of law rules. The parties will
comply with all applicable laws, regulations, and orders issued by courts or other governmental bodies of competent
jurisdiction. The Parties specifically disclaim the United Nations Convention on Contracts for the International Sale of
Goods and the Uniform Computer Information Transactions Act. If any provision of this Agreement is determined to be
invalid or unenforceable, this Agreement will be construed as if it did not contain such provision. The failure of a Party to
insist upon strict performance of any provision of this Agreement in any one or more instances will not be construed as a
waiver or relinquishment of such provision and the same will remain in full force and effect.
CONFIDENTIAL INFORMATION
This Agreement is for use by authorized employees of the parties hereto only and is not for general distribution
within or outside their companies.
Master_Agreement_S Page 4 of 5 Iv9099 11 /16/07
Addendum and Attachment List
This Addendum and Attachment List to the Master Agreement (the "List") between AT&T and Customer, current as of the
Effective Date, is incorporated into the Agreement by this reference. All Addenda and Attachments shall be attached to the
Agreement.
This List may be amended from time to time in writing and signed by the Parties.
CONFIDENTIAL INFORMATION
This Agreement is for use by authorized employees of the parties hereto only and is not for general distribution
within or outside their companies.
Master_Agreement_S Page 5 of 5 Iv9099 11/16/07
AT&T Equipment Solutions -Voice CPE Resale and Support Services
Addendum To Master Agreement
Addendum No. 2009 BCM50
This Addendum ("Addendum"), entered into by SBC Global Services, Inc. dba AT&T Global Services ("AT&T") and Blackthorn
Golf Club ("Customer") and effective as of the date last signed below ("Effective Date"), is an attachment to and made a part of
that certain Master Agreement ("Agreement") dated 8/26/2009 between the parties thereto. In the event of a conflict in terms,
the order of priority shall be the applicable Attachment to this Addendum, this Addendum, and then the Agreement.
Customer Name: Blackthorn Golf Club
Customer Billing Address: 6100 Nimtz Parkway
South Bend, IN 46628
Customer Billing Number: (574) 232-4653 Ext.:
Location of Equipment (Delivery/Installation Site Address):
6100 Nimtz Parkway
South Bend, IN 46628
Date of Submission: 8/26/2009 Lessor:
Delivery Date: 9/8/2009 Installation/Cutover Date: 911 2120 0 9
Purchase Order Number:
PURCHASE PRICE
1. Total Price of Equipment ....................................... $2,781.36
2. Total Charge for Installation/Cutover ........................ $815.40
3. Total Purchase Price ............................................. $3,596.76
Taxes & Shipping will be listed separately on the invoice.
PAYMENT TERMS (select one based on criteria below)
® Option 1 ^ Option 2 ^ Option 3 ^ Option 4 Due
Initial here Initial here Initial here Initial here
Down Payment: 50% 25% 25%
Delivery: 50%
Cutover: 50% 75% 25%
TOTAL:
Option 1 is the standard billing terms for business sales. Option 2 is used for large businesses or other businesses that are
purchasing over $16,000 and have been in business at least 2 years with DAB Paydex of > 60. Option 3 is only allowed if the
Purchase Price is over $50,000 and the scheduled Cutover date is more than 60 days after execution of this Addendum.
Option 4 is for non-standard billing and payment term requests and is subject to the approval of credit verification. All options
are subject to Credit Approval.
SELECTION OF MAINTENANCE AND SERVICE PLANS: (For Warranty see Section 5)
ATB~T Maintenance Services: ®Complete ^Essential ^ Dedicated ^Custom
Avaya Maintenance Services: ^Full Coverage 8x5 ^Full Coverage 24x7 ^Custom
® ACCEPT -Customer Initials: ^ DECLINE -Customer Initials:
Initial Term: 2 Years From: To: Annual Price: 619.20
Payment Term: (default is annual) ^ Prepay ®Annual ^Semi-Annual ^Quarterly ^Monthly ^Financing
AT&T and Customer Confidential Information
Addendum_Voice_CPE_Support_Services Page 1 of 7 Revision Date 03/10/09
STANDARD
AT&T Equipment Solutions -Voice CPE Resale and Support Services
Addendum To Master Agreement
Contact Center Software Support Services (CPE Maintenance Services and Software Release Subscription are
Purchased Separatelv)
^ Complete ^ Essential
^ ACCEPT -Customer Initials: ®DECLINE -Customer Initials:
Initial Term: ~, Years From: To:
Payment Terms (default is annual):
^ Prepayment ^ Annual ^ Semi-Annual
Annual Price:
^ Quarterly ^ Monthly ^ Financing
Software Release Subscription Service (CPE Maintenance Services and Call Center Software Support Services are
Purchased Separatelv)
^ ACCEPT -Customer Initials: ®DECLINE -Customer Initials:
Initial Term: L~ Years From: To: Annual Price:
Payment Terms (default is annual): Total Price: (See Equipment List for details)
^ Prepayment ^ Annual
This Addendum may be withdrawn by AT&T if not signed and returned by the Customer within sixty (60) days from
the Date of Submission referred to above.
SO AGREED by the Parties' respective authorized signatories:
BLACKTHORN GOLF CLUB
AT&T
By: By:
Name: Name:
Title: Title:
Date: Date:
Attachments:
1. Statements of Work e.g. SOW, SCOW, PIG ^
2. Bill of Materials for Equipment and Services ^
3. Invoicing Schedule and Payment Terms ^
4. Implementation Timeline ^
5. Certificate of Acceptance ^
6. Avaya Maintenance Services ^
7. Other: ( 1 ^
AT&T and Customer Confidential Information
Addendum_Voice_CPE_Support_Services Page 2 of 7 Revision Date 03/10/09
STANDARD
AT&T Equipment Solutions -Voice CPE Resale and Support Services
Addendum To Master Agreement
SCOPE
This Addendum covers AT&T's sale of and support services for Voice Customer Premise Equipment ("CPE" or
"Equipment") under the attached Bill of Materials, Order or other applicable document. Installation and/or maintenance
Service for such Equipment to be provided by AT&T under the Maintenance Plan identified above (the Maintenance
Plan"), and as further described below. The Equipment is further described in the attached Bill of Materials, Order, SOW,
Equipment listing or other applicable attachment. This Addendum also covers any Orders issued under this Addendum,
as well as any additions or replacement to the Equipment or Service.
2. AT&T SERVICE AND SERVICE EXCLUSIONS
A. During the term of the Maintenance Plan, AT&T will repair Equipment that malfunctions due to wear and tear resulting
from normal use in accordance with standard operating instructions. Items excluded from coverage under the
Maintenance Plan are headsets, portable telephones (cordless/wireless), answering machines, Customer-provided
servers, UPS systems, power conditioners, power supplies (including batteries and chargers), intra-building
distribution cabling, consumables and any Software which is at a revision level not supported by the Software
licensor. AT&T does not remove or recycle batteries.
B. The Maintenance Plan and any and all warranties provided to Customer in this Addendum or the Agreement do not
cover malfunctions or defects resulting from abnormal or nonstandard uses or conditions including, but not limited to,
the following types of causes: failure to provide a suitable environment for the Equipment, including exposure to
improper temperature, humidity, chemicals or airborne agents, Customer abuse, misuse or use contrary to standard
operating instructions; improper electrical voltages or currents; power or lightning surges or power interruption;
improper storage or placement of the Equipment; damage caused by unauthorized attachments or modification; use
with or interconnection of the Equipment to incompatible electrical or mechanical devices; and the installation,
maintenance or disassembly, repair or alteration of the Equipment by any person other than AT&T, or an entity
expressly approved by AT&T in writing; or Forced Majeure occurrences. In such excepted cases, Customer will pay
AT&T in accordance with AT&T's then prevailing rates in connection with diagnosing such excepted problems and for
any resulting repairs. (i) Customer is solely responsible for adequately backing up data and ensuring that its
networks/systems are secured against unauthorized intrusion; and (ii) acknowledges that CPE/Software that supports
telephony over Transmission Control Protocol/Internet Protocol (TCP/IP) may experience certain compromises in
performance, reliability and security even when performing as warranted and that failure to follow
manufacturer/licensor recommendations may make such compromises more acute.
C. AT&T's maintenance Service provided under the Maintenance Plan shall include preventive and remedial
maintenance, as required by the CPE manufacturer's specifications or by AT&T. Replacement parts and products
may be new or equivalent to new in performance. Such parts and products will be furnished on an exchange basis
and the returned parts and products will become the property of AT&T. AT&T's preventive and remedial
maintenance Service obligations hereunder do not include, and AT&T is not otherwise obligated to provide
replacement parts, software upgrades, software patches, second tier help desk support, or maintenance Service
resulting in CPE functionality which exceeds that expressly provided in manufacturers' or suppliers' specifications at
the time such product was installed (including Year 2000 functionality).
D. AT&T makes no guarantee as to parts availability on Equipment, Software, and Software support that has been
discontinued by its manufacturer or reached "end of life" status. In the event replacement parts, Software, or support
are not readily available, AT&T shall advise Customer and Customer shall have the option at AT&T's discretion to replace
or upgrade the Equipment or Software with a similar product at AT&T's then prevailing rates. In the event Customer
declines to authorize such replacement, AT&T shall delete such Equipment from this Addendum and cease providing
Service for such Equipment, and AT&T will issue, if applicable, a pro-rata refund for such deletion. Additionally, Customer
agrees to pay any additional charges that may be incurred by AT&T for product support services from the manufacturer
for products that are manufacturer discontinued or have been placed into "end of life" status.
E. The periodic charges specified herein include all the stated maintenance Service performed at any time in connection
with Emergencies and Non-Emergencies during Normal Business Hours. An "Emergency" is defined as any
malfunction that leaves Customer unable to place or receive calls through the CPE, or any other failure agreed to in
writing by the Parties.
F. Service performed outside of Normal Business Hours or outside the scope of the Maintenance Plan (as described in
Section 7 below) will be charged on a per occurrence basis billed in fifteen (15) minute increments with a minimum of
two (2) hours at AT&T's then prevailing hourly or premium hourly rate including travel time to and from Customer's
Site. Customer shall also be responsible for travel and living expenses, when required. Provisioning of such Service
shall be at the discretion of AT&T and shall be subject to the availability of personnel and parts, if applicable.
AT&T and Customer Confidential Information
Addendum_Voice_CPE_Support_Senrices Page 3 of 7 Revision Date 03/10/09
STANDARD
AT8~T Equipment Solutions -Voice CPE Resale and Support Services
Addendum To Master Agreement
G. In the event AT&T responds to Customer's request for Service and AT&T reasonably determines that the problem
was not caused by the Equipment maintained herein, Customer will be responsible for additional charges for such
response at AT&T's then prevailing rates.
AT&T's responsibility with respect to its obligation to provide maintenance Service under this Addendum shall be
limited to the Customer's side of the CPE residing on the Demarcation Point ("Demarcation Point" is defined as the
point between facilities controlled or owned by the local telephone carrier and those facilities controlled or owned by
Customer). Maintenance Services include maintenance as described herein for: (i) the CPE and/or associated
system software stated herein; and (ii) such other equipment and/or software which is subsequently added to this
Addendum by an Order, attachment or other applicable document. In the event that AT&T responds to Customer's
request for Service and Customer's claim of CPE malfunction is due to problems on the local telephone utility's side
of the Demarcation Point due to malfunctions in equipment or software other than that covered by this Addendum,
Customer will be responsible for additional charges for such response in accordance with AT&T's then prevailing
rates.
I. AT&T may suspend performance or terminate this Addendum if Customer fails to pay all amounts due by the
applicable due date and such failure is not cured within 10 days of receiving AT&T's notice of non-payment.
3. SHIPPING AND DELIVERY
A. All shipping, transportation and delivery charges for the Equipment, including expedites, shall be paid by Customer.
AT&T shall use commercially reasonable efforts to deliver the Equipment by the delivery date specified in this
Addendum. Customer may, upon written notice to AT&T no later than ten (10) days prior to delivery, postpone the
delivery, installation or Cutover dates specified in this Addendum one (1) time.
B. Such postponement shall not exceed thirty (30) days from the originally scheduled delivery, installation or Cutover
dates and is subject to price changes.
4. INSTALLATION AND CUTOVER
In the event AT&T connects the Equipment or installs the Software on such Customer owned equipment, AT&T shall not
be liable for any damage to such Customer owned equipment, unless due to AT&T's sole negligence. AT&T shall use
commercially reasonable efforts to complete installation and Cutover of the Equipment by the dates specified in this
Addendum. Cutover shall be deemed accomplished upon connection to the telephone network to place and receive calls.
Cutover of Equipment that is not dependent on the telephone network will occur when the Equipment is operational.
5. WARRANTY AND WARRANTY EXCLUSIONS FOR NORTEL SOLUTIONS
A. Unless otherwise provided within Bill of Materials, Statement of Work or other attachment, the "Warranty Period" for
Equipment shall be twelve (12) months (and in the case of AT&T-provided Software related to the Equipment, ninety
(90) days (or such longer period provided by AT&T's applicable Software licensor)) from the date of delivery to the
carrier for shipment, or from the date of installation when AT&T provides installation (or from such other date as
determined by the applicable EquipmenUSoftware manufacturer/licensor). AT&T warrants that during the Warranty
Period, the EquipmenUSoftware shall materially conform to the manufacturer's/licensor's published specifications. If
Customer notifies AT&T of a material defect during the Warranty Period, AT&T shall, at AT&T's sole option, repair or
replace the EquipmenUSoftware, free of charge to Customer. AT&T's repair or replacement of EquipmenUSoftware
shall be Customer's sole remedy for breach of the warranty as stated herein. All warranty Services will be
performed during Normal Business Hours (8:00 AM - 5:00 PM local time) unless the Customer has
purchased Complete level of warranty Service (as described in Section 7 below)at the time of initial
purchase. All warranty Services performed outside of Normal Business Hours will be charged on a per occurrence
basis billed in ffteen (15) minute increments with a minimum of two (2) hours at AT&T's then prevailing hourly or
premium hourly rate including travel time to and from Customer's Site.
B. During the Warranty Period, any change in the location of CPE must be performed by AT&T and shall be at
Customer's expense.
C. Customer may request warranty Service twenty-four (24) hours a day, seven (7) days a week by calling AT&T. If
Customer's problem is an Emergency, AT&T will use reasonable commercial efforts to respond to Customer's report
of a malfunction by beginning remote diagnosis, as appropriate within two (2) business hours for PBX systems and
four (4) business hours for key, hybrid or any other system, and will complete the appropriate repairs as soon as
reasonably practical. Remote diagnostics require customer-provided access line and remote access device
on all covered equipment with capabilities.
AT&T and Customer Confidential Information
Addendum_Voice_CPE_Support_Services Page 4 of 7 Revision Date 03/10/09
STANDARD
AT8~T Equipment Solutions -Voice CPE Resale and Support Services
Addendum To Master Agreement
D. In the event the problem is anon-Emergency, AT&T shall use reasonable commercial efforts to respond to
Customer's report of a malfunction by beginning remote diagnosis, as appropriate, within eight (8) business hours
and will complete the appropriate repairs as soon as reasonably practical. AT&T will arrange to replace defective
telephone sets and cords by shipping replacements to the customer's site, Customer must return the defective
equipment within ten (10) days or AT&T shall invoice Customer for the full replacement cost. AT&T reserves the right
to inspect all defective equipment and AT&T shall have final determination of the status of such equipment.
6. LICENSES
Software is provided subject to the particular licensor's standard software license. The standard software license is a
separate agreement between Customer and the licensor. Customer's assent to the terms and conditions of this
Addendum binds Customer to the terms and conditions of the licensor's standard software license, as if the terms and
conditions of the licensor's standard software agreement were fully set forth in this Addendum and Customer shall comply
with the terms and conditions of the licensor's standard license and associated documentation.
7. AT8~T MAINTENANCE SERVICE DESCRIPTIONS
A. AT&T Voice CPE Maintenance Services -Complete. Customer may request maintenance Service twenty-four
(24) hours a day, seven (7) days a week by calling AT&T. If Customer's problem is an Emergency, AT&T will use
reasonable commercial efforts to respond to Customer's report of a malfunction by beginning remote diagnosis, as
appropriate, within two (2) hours for PBX systems and four (4) hours for key, hybrid or any other system, and will
complete the appropriate repairs as soon as reasonably practical; Remote diagnostics require customer provided
access line and remote access device on all covered equipment with capabilities. In the event the problem is a
non-Emergency, AT&T shall use reasonable commercial efforts to respond to Customer's report of a malfunction by
beginning remote diagnosis, as appropriate, within eight (8) business hours and will complete the appropriate repairs
as soon as reasonably practical. AT&T will arrange to replace defective telephone sets and cords by shipping
replacements to the customer's site., Customer must return the defective equipment within ten (10) days or AT&T
shall invoice Customer for the full replacement cost. AT&T reserves the right to inspect all defective equipment and
shall have final determination of the status of such equipment.
AT&T Voice CPE Maintenance Services -Essential. Customer may request maintenance Service twenty-four
(24) hours a day, seven (7) days a week by calling AT&T. If Customer's problem is an Emergency, AT&T will use
reasonable commercial efforts to respond to Customer's report of a malfunction by beginning remote diagnosis, as
appropriate within two (2) business hours for PBX systems and four (4) business hours for key, hybrid or any other
system, and will complete the appropriate repairs as soon as reasonably practical. Remote diagnostics require
customer provided access line and remote access device on all covered equipment with capabilities. In the
event the problem is anon-Emergency, AT&T shall use reasonable commercial efforts to respond to Customer's
report of a malfunction by beginning remote diagnosis, as appropriate, within eight (8) business hours, and will
complete the appropriate repairs as soon as reasonably practical. AT&T will arrange to replace defective telephone
sets and cords by shipping replacements to the customer's site. Customer must return the defective equipment within
ten (10) days or AT&T shall invoice Customer for the full replacement cost. AT&T reserves the right to inspect all
defective equipment and AT&T shall have final determination of the status of such equipment. "Business hours"
refers to services performed during Normal Business Hours. Any Services performed outside of the Normal Business
Hours shall be performed within mutually agreed to time periods.
C. ATB~T Voice CPE Maintenance Services -Dedicated. (i) AT&T will provide technician, Customer Service
Representative, Project Manager, or other agreed upon resource(s) as set forth herein or within an associated
Statement of Work, on an annual basis to perform installation, maintenance, and/or move, add or change activities.
(ii) AT&T shall, at its sole discretion, assign either a qualified AT&T employee or contractor ("Resource") or a
combination of both to provide Services to Customer during Normal Business Hours. (iii) Each Resource will be
granted time off for lunch and breaks as mandated by any labor agreement, Federal, State, County or City laws that
are applicable. Customer must provide adequate office facilities/quarters/storage for Resource to administer daily
responsibilities. (iv) Customer may also purchase optional replacement parts coverage associated with Dedicated.
(v) Customer may request maintenance Service twenty-four (24) hours a day, seven (7) days a week by calling
AT&T. If Customer's problem is an Emergency, AT&T will use reasonable commercial efforts to respond to
Customer's report of a malfunction by beginning remote diagnosis, as appropriate within two (2) business hours for
PBX systems and four (4) business hours for key, hybrid or any other system, and will complete the appropriate
repairs as soon as reasonably practical. Remote diagnostics require customer provided access line and remote
access device on all covered equipment with capabilities. Any Services performed outside of the Normal
Business Hours shall be performed within mutually agreed to time periods.
AT&T and Customer Confidential Information
Addendum_Voice_CPE_Support_Services Page 5 of 7 Revision Date 03/10/09
STANDARD
AT&T Equipment Solutions -Voice CPE Resale and Support Services
Addendum To Master Agreement
D. AT&T Voice CPE Maintenance Services -- Custom. Custom provided maintenance shall include the Services as
agreed to by Parties as described in the document.
8. OPTIONAL AT&T VOICE CPE SUPPORT SERVICE PLAN DESCRIPTIONS
A. Contact Center Software Support Services Option:
If selected on page 2 above, Customer elects to purchase AT&T Software Support Services as additional support to
the selected maintenance plan. The additional support is described below:
(i) AT&T's software support services may include preventive and/or remedial maintenance, as required by AT&T or
its supplier. The software support services may also include technical telephone consultation and diagnostic
assistance, problem origination and expedite resolution. Software support services are typically performed
remotely. AT&T may provide on-site support services as AT&T deems necessary. AT&T's preventive and
remedial software support services obligation hereunder do not include, and is not otherwise obligated to
provide software releases, updates, upgrades or maintenance service resulting in Contact Center Software
functionality which exceeds that expressly provided in AT&T's or its suppliers' specifications at the time such
Software was installed (including Year 2000 functionality). Any software which is at a revision level not supported
by the software licensor will be excluded from coverage.
(a) Contact Center Software Support Services -Complete. This service option is available with the AT&T
Voice CPE Support Services -Complete Maintenance Plan. Customer may request software support service
twenty-four (24) hours a day, seven (7) days a week by calling AT&T. If Customer's problem is Severity
Level 1 (as described herein), AT&T shall, within two (2) hours after Customer's notification is logged in at
AT&T's Data Services Customer Care Center (DSCC), commence error correction activity from a remote
location. In the event AT&T does not respond within two (2) hours to Customer's Severity Level 1 (as
described herein), the problem will be escalated. If Customer's problem is a Severity Level 2 or 3 (as
described herein), AT&T shall use reasonable efforts, within eight (8) business hours after Customer's
problem is logged in by the DSCC, to commence error correction activity from a remote location.
(b) Contact Center Software Support Services -Essential. This service option is available with the AT&T
Voice CPE Support Services -Essential Maintenance Plan. Customer may request maintenance service
twenty-four (24) hours a day, seven (7) days a week by calling AT&T. If Customer's problem is Severity
Level 1 (as described herein), AT&T shall, within two (2) business hours after Customer's notification is
logged in at AT&T's DSCC, commence error correction activity from a remote location. In the event AT&T
does not respond within two (2) business hours, during AT&T's Normal Business Day, to Customer's
Severity Level 1 (as described herein), the problem will be escalated. If Customer's problem is a Severity
Level 2 or 3 (as described herein), AT&T shall use reasonable efforts, within eight (8) business hours, after
Customer's problem is logged in by the DSCC, to commence error correction activity from a remote location,
during AT&T's Normal Business Day.
(ii) Severity Levels Defined
(a) Severitv Level 1. Application is inoperative; inability to use application materially impacts Customer's
operations. If a bypass procedure is not utilized, AT&T will continue error correction activity according to
selected maintenance plan or optionally, on a time and materials basis. In addition, AT&T shall provide
verbal status reports on Severity Level 1 errors at intervals of no less than twice per day to designated
Customer support representative, until a bypass is found.
(b) Severitv Level 2. Application is usable with limited functions. Error condition is not critical to continuing
operation. Customer or AT&T has determined the method of work around for the error condition.
(c) Severity Level 3. Application is usable, but a minor problem exists.
B. Software Release Subscription Services Option (Applies only to specific Nortel products). Customer elects to
purchase Software Release Subscription Services as described below:
(i) Software Release does not include maintenance coverage on Customer's CPE. Maintenance coverage
must be purchased separately.
(ii) Software Release Subscription (SRS) provides entitlement to new General Announcement (GA) releases of
software as approved for use by AT&T for specified Nortel Networks Enterprise Systems (Nortel) at a fixed price.
SRS is anon-transferable, non-refundable contracted service offering, which provides customers access to
future major and minor software releases, "like-for-like" with existing customer-owned software for the term of the
AT&T and Customer Confidential Information
Addendum_Voice_CPE_Support_Services Page 6 of 7 Revision Date 03/10/09
STANDARD
AT&T Equipment Solutions -Voice CPE Resale and Support Services
Addendum To Master Agreement
SRS Service Plan. Hardware, labor or maintenance costs associated with any upgrades are not covered and
any licenses/software that are added during the term of the SRS Service Plan will incur additional charges. In
accordance with this agreement, all system hardware upgrades, software upgrades, Moves, Adds,
Changes, and repairs must be performed by AT&T. Failure to adhere to this policy will result in additional
charges or cancellation of this agreement.
(iii) AT&T makes no guarantees as to the number of new software releases that will be released by the
manufacturer for the term of the SRS Service Plan. Once AT&T has approved a new software release for
general availability, the customer may notify their Sales Representative of their desire to upgrade. Failure to
upgrade to the latest software release may result in incompatibility with new or existing applications. Additional
charges will be incurred to upgrade if software level is not kept at the current level.
(iv) AT&T is not otherwise obligated to provide software release information, updates, upgrades or maintenance
service resulting in Software functionality which exceeds that expressly provided in AT&T's or its suppliers'
specifications at the time such Software was installed (including Year 2000 functionality). Section 3.9, of the
Master Agreement (Warranties; Disclaimer of other Warranties) applies to any software subscription by
Customer under this Section.
9. AGENCY
During the term of this Addendum, Customer will not permit any other person to maintain, repair or modify the CPE or to
connect any other equipment. To the extent necessary for AT&T to perform its Services under this Addendum, Customer
agrees that AT&T will be Customer's Site agent to represent Customer in any dealings with any telephone company or
government agency with respect to CPE maintenance provided hereunder. Customer assumes all ongoing responsibility
of directory listings, credit cards, system security, billing arrangements and other items not related to Equipment or
Services provided by AT&T unless expressly stated otherwise under this Addendum or some other express written
agreement between Customer and AT&T.
10. CHANGE IN EQUIPMENT
AT&T will have the right and option of conducting periodic equipment reviews for additions and/or deletions which may
have occurred and all service pricing shall be adjusted accordingly. In the event Customer elects to terminate portion(s)
or reduce the grade of the maintenance Services provided hereunder, Customer shall be liable for fifty percent (50%) of
the fees for the terminated or reduced portion of the maintenance for the remainder of the term of this Addendum plus any
non-recoverable costs including, but not limited to, those amounts paid or due and payable to third parties as incurred by
AT&T directly in connection with the provisioning of such Equipment and Services for Customer.
11. RENEWAL
Unless terminated by either Party upon at least thirty (30) days written notice prior to expiration of the then existing Term,
and to avoid Service interruption, the then current Term of any services included in this Addendum shall automatically
extend for consecutive one (1) year Term(s) at AT&T's then current pricing for such Services. Upon extension of any
Maintenance or Service Plan, the services provided by AT&T shall remain unchanged (except with respect to pricing)
unless both Parties agree in writing to any changes at the time of extension. AT&T may only increase the price of the
Maintenance or Service Plans provided herein at: (i) the expiration of the initial term; (ii) commencement of any
subsequent extension term; or (iii) the time Equipment is changed, upgraded or added to this Addendum. AT&T will
provide Customer with athirty-day notice of such increases.
12. AT&T CAPITAL SERVICES ("AT&T-CS") FINANCING OPTION
^ [Customer initials]
Customer elects to finance the Total Purchase Price through AT&T-CS. Customer hereby requests that AT&T invoice
AT&T-CS and arrange for payment as described below:
AT&T will invoice Customer in care of AT&T-CS for 100% of the Total Purchase Price upon Cutover (as defined in the
Agreement) and the invoice shall be paid promptly after its delivery to AT&T-CS, provided that all required lease
documentation has been properly executed and received by AT&T-CS. If all lease documentation is not executed and
received by AT&T-CS, Customer agrees and will pay the Total Purchase Price to AT&T upon receipt of an invoice.
END OF DOCUMENT
AT&T and Customer Confidential Information
Addendum_Voice_CPE_Support_Services Page 7 of 7 Revision Date 03/10/09
STANDARD
AT&T
STATEMENT OF WORK
Blackthorn Golf Club
Environmentals
AT&T and Blackthorn Golf Club have agreed that a safe and healthy work environment will be provided to our
respective employees and that each will comply with all local, state and federal laws and regulations governing
job safety.
It is the customer's responsibility to make known and correct any environmental or safety hazards that may be
encountered during the work operations, including but not limited to the presence of friable asbestos.
AT&T Responsibilities (General)
AT&T will be responsible for the following:
Serve as the central point of contact for all AT&T project related issues (e.g. client relationship issues, training
coordination, change orders, project acceptance documents and project related correspondence).
Conduct a site evaluation of the proposed equipment room prior to equipment shipment.
AT&T Responsibilities (Specific)
AT&T shall also provide the following services for Blackthorn Golf Club:
1. Install one (1) BCM50 with (6) T7316e Telephone Set W/MWI -Charcoal
2. Install (4) Test Central Office and/or Centrex Lines and (6) Tone, Tag and Test Customer's Present Cable
At equipment room, terminate on an AT&T connection block(s). Provide labels and label
connection block with jack number. At end-user location, terminate on RJ11-C flush mount or
surface mount jacks where applicable. Label jacks on the inside with the jack number.
Provide troughs at the top of each row. All new cable assumes a maximum 150
foot distance. Additional footage requirements will be billed on a time and material basis.
All customer provided wiring must meet system specifications and must consist of
one twisted or spiraled pair per phone;
RJ11-C flush mount or surface mount jack at end-user location:
a loop resistance of less than 59 ohms; a cable length of less than 1,000 ft. (24AWG) and
contain no bridge taps. Wiring that does not conform to these parameters must be
replaced at the customer's expense. An optional Norstar Auxiliary Power Supply
may be purchased to extend the length of the loop from 1,000 ft. Up to 2600 ft.
3. Provide a log book outlining station numbers, jacks and locations for each end user where AT&T is installing
new cable. Include RJ21X(s), trunk numbers and pin positions. If AT&T is reusing customer-provided wiring, the
customer must provide a log book outlining station numbers, jacks and locations for each end-user.
4. Program KSU, test stations, and trunks
All work will be performed during normal business hours 8:00 AM to 5:00 PM.
Customer Responsibilities
A. Environmental Requirements
1. The telephone room must be clean, dry and well ventilated.
2. The recommended temperature range must be maintained between 59 degrees and 86 degrees
Fahrenheit(with the maximum range between 32 degrees to 122 degrees Fahrenheit).
3. The humidity must be between 0 to 95% non-condensing.
4. The equipment must be located at least 4 meters (13.1 feet) from equipment such as copiers, electric motors,
and other equipment that can produce electromagnetic, radio
B. Equipment Requirements for A.C. Power
1. One dedicated 120 volt AC normal, 50/60 hz, 15, amperes service with a third wire isolated ground. The
NEMA number for the 120 volt receptacle is IG5-15R.
2. Equipment outlet should be non-switched and located no more than 1.5 meters (4.9 feet) from the Key Service
Unit.
C. Equipment Room Layout
1. Backboard large enough to accommodate system modules and distribution blocks will be required. Normally a
4' x 8' x 3/4' plywood backboard capable of supporting 50 lbs. will meet these requirements.
Blackthorn Golf Club shall have the installation site, including the switch room prepared and ready in accordance
to the manufacturer's specifications and available for AT&T to begin installation.
Blackthorn Golf Club shall complete all requirements for raceways, boring and cuttings, trenching, conducts,
variances and rights of way required for the installation of the system.
Blackthorn Golf Club assumes responsibility for all equipment at delivery and shall provide a secure and
adequately sized storage area for said equipment.
Assign a Project Acceptor for the project; a key individual in the organization possessing the responsibility for final
acceptance of all deliverables.
The Project Acceptor is also the single point of contact at Blackthorn Golf Club for processing and submitting all
change requests.
Blackthorn Golf Club will provide AT&T and their sub contractors access to their premises as required.
Blackthorn Golf Club will provide access to equipment room and electrical outlets necessary to power the system
hardware.
CUSTOMER SIGNATURE
AT&T BUSINESS COMMUNICATIONS SERVICES
HARDWARE AND SOFTWARE
EQUIPMENT AGREEMENT
Blackthorn Golf Club
Company Name:
Blackthorn Golf Club
Ship to Customer Name:
Blackthorn Golf Club
Ship to Contact: Rick Reid
Ship to Tel: (574)232-4653
CSM II: Charles Kill (317) 692-5186
Quote Number: BLACKCC
Quote Date: 08/24/2009
Expiration Date: 10/23/2009
Ship to Address:
6100 Nimtz Parkway
South Bend, IN 46628
Delivery Date:
Qtv Product Unit Price Extended Price
1 BCM50 R3.0 Main Unit $1,295.00 $1,295.00
6 T7316e Telephone Set W/MWI -Charcoal $285.00 $1,710.00
1 BCM50 Analog Trunks 4 Port Auth. Code $200.00 $200.00
1 BCM50 Digital Station 8 Port Auth. Code $294.00 $294.00
4 ONEAC T/R ANALOG STATION/LINE CO $17.00 $68.00
1 ONEAC GROUND BAR 1 PER 66M150 FOR 6 $9.00 $9.00
1 ONEAC 120 VA POWER CONDITIONER WALL $139.44 $139.44
4 Test Central Office and/or Centrex Lines $0.00 $0.00
6 Tone, Tag and Test Customer's Present Cable $0.00 $0.00
1 Small System Wallmount Bracket $75.00 $75.00
AT&T Voice CPE Maintenance Services -Complete 24 month
(Price per month $ 51.60) Billed post warranty
Finance your new system with a AT&T Capital Services lease
$1 Purchase FMV
12 Monthly payments of $322.85 $276.39
24 Monthly payments of $171.41 $144.62
36 Monthly payments of $121.75 $104.77
48 Monthly payments of $97.57 $84.99
60 Monthly payments of $83.60 $72.57
Lease rates are for commercial leases only and do not include applicable taxes
or maintenance costs
Lease proposal subject to credit approval and acceptance by
AT&T Capital Services. Questions? Call 800-733-1481
Training: $0.00
Subtotal: $3,630.01
Note: Grand Total: $3,630.01
-All returns subject to a 20% restocking fee. -All shipping and taxes are estimates. -Quote does not include applicable taxes.
-The above prices do NOT include any required house and/or net-Pop cables or monthly line charges.
- A Site Survey is required if this is a school, place of worship, warehouse, factory, residence, municipality,
car dealership, trailer, multi floor installation or there is existing 1A2 key equipment, there are any separate
buildings that need to be cabled, new cables installed and the building is over 30 years old, special paging
requests. If a Site Survey is not performed, customer may be subject
to additional charges
Date Printed: 08/26/2009 Version 2009.2 Release Date: 07/31/09 Customer Initials
Equipment Subtotal: $3,790.44
Discount: $1,009.08
Equipment Total: $2,781.36
Shipping: $33.25
Installation: $815.40