2006.06.01 Addend1.pdf

Addendum 1 Long Distance Service

Tiiis Addendum No. 1 ("Addendum") to the Voice Network Services Agreement (the "Master Agreement") with Customer is entered into between Customer and AT & T Global Services on behalfof AT & T Corp.

1. Se1-vice

I. l. AT & T will provide the AT&T Services to Customer as identified in the applicable Piicing Schedules.

1.2. The pricing, service descriptions and other provisions relating to the Services will be as set forth in:

1.2. 1. This Addendum;

1.2.2. The Pricing Schedules;

l .2.l The Master Agreement; and, l .2.4. The appropriate section of the Service Guide or the Applicable Tariffa.

1 .3. This Addendum shall remain in effect until no Service Component remains in service,

2. Definitions

2. L Applicable Tariffs consist of the standard AT&T service descriptions, pricing and other provisions filed by AT & T or any of its Affiliates with the appropriate regulatory commission having jurisdiction respecting a Service, as revised from time to time. In the event an Applicable Tariff is withdrawn by AT&T or tariffing is no longer permitted or required by the appropiiate regulatory commission, references to the Applicable Tariff shall be deemed to refer to the coJTesponding applicable provisions of the Service Guide.

2.2. AT&T Software means ail Software other than Third-Paity Softwar·e.

2.3. Effective Date of the Pricing Schedules shall be July 1, 2006. If the rules of a regulatory authority having jurisdiction respecting a Service would require a later date, the Effective Date of the applicable Pricing Schedule shall be in accordance with such rules.

24. Pricing Schedule means a pricing schedule to this Addendum, either appended hereto or subsequently signed by the parties referencing this Addendum.

2.5. Pricing Schedule Term means the period of time stated in the applicable Piicing Schedule.

2.6. Service means collectively all of the Service Components Customer orders under a Pricing Schedule.

Final - l -

DOA00003238

2.7. Service Guide means the standard AT&T service descriptions, pricing and other provisions, as revised by AT&T from time to time, relating to Services offered under this Addendum (if there is no Applicable Tariff). The Se1vice Guide is located at http://www.new.serviceguide.att.com/.

2.8. Software means all software and associated written and electronic documentati011 and data licensed by AT & T to Customer in connection with a Service. Softwa1·e does not include software that is not furnished to Customer.

2.9. Service Component means the individual components ofa Service that Customer orders under a Pricing Schedule.

2.1 O. Site means a Customer physical location, including a Customer co-location space on AT & T premises, where AT & T installs or provides a Service.

2.11. Third-Party Software means Software that AT & T licenses from a third party.

2.12. Termination Charges means the charges identified in Section 3.3 helow, payable by Customer in certain termination circumstances.

3. Termination

3. I. If a Service or a Se1vice Component is terminated, Customer must pay all charges incurred as of the effective date of termination. ·

3 .2 If Customer terminates a Service or a Service Component for material breach, Customer shall not be liable for any Termination Charges.

3.3. IfCustomerterminates a Service Component other than as set out under Section 3.2 above, or AT&T terminates a Se1vice or a Service Component for material breach, Customer must pay:

3 J. l . Any credits, waived charges or unpaid am01tized charges if the Service Component is terminated prior to the end of an applicable minimum retention period (specified in the Pricing Schedule, the Se1vice Guide or the Applicable Tariffs);

3.3 . .2. Any access facilities cancellation charges and other third-party charges incurred by AT&T due to the termination.

4. Pricing

4.1. Pricing Schedule - Unless otherwise stated in a Pricing Schedule, the rates and charges stated in the Pricing Schedule are stabilized until the end of the Pricing Schedule Term and apply in lieu of the conesponding rates and charges set forth in the Service Guide or the Applicable Tariffs. Pricing for any Service Components that are not listed in a Pricing Schedule will be as described in the Service Guide or the Applicable Tariffs or as agreed on an individual case basis. Unless otherwise stated in a Pricing Schedule, after the end of the Pricing Schedule Term AT&T may modify the rates, charges, terms and conditions applicable to the Service covered by such Pricing Schedule on thirty (30) days prior notice.

Final' - 2 -

4.2. Discounts - The discounts set fo1th or referenced in a Pricing Schedule rue the only discounts applicable to the Se1vices and will be applied to the applicable rates and charges in the maimer and to the extent specified in the applicable sections of the Service Guide or the Applicable Tariffs.

4.3. Promotions/Credits/Waivers - Customer is eligible only for promotions, credits or waivers identified in the applicable Pricing Schedule. Unless otherwise stated in the applicable Pricing Schedule, any additional promotions, credits or waivers set out in the Service Guide or an Applicable Tariff will not apply.

4.4. Charges - Regardless of any stabilization of rates or charges that may appear in this Addendum, AT&T reserves the right to increase chru·ges as a result of expenses incurred by AT&T relating to regulatory assessments stemming from an order, rule m regulation of the Federal Communications Commission or other regulatory authority or court having competent jurisdiction (including but not limited to payphone, PICC and USF related expenses and E91 I and deaf relay charges).

5. Commission Jurisdiction

For the pmpose of any directives from a regulatory commission having jurisdiction over the Services provided under a Pricing Schedule, each such Pricing Schedule under which such Services are provided will be deemed to be a separate agreement with respect to such Services offered in a patticular jurisdiction.

6. Softwarn

6.1. AT & T grants the Customer a personal, non-trru1sferable and non-exclusive license (without the right to sublicense) to use Software, in o~ject code fµr1n, solely in connection with the Service(s) for which the Software is provided and solely in accordance with applicable written and electronic documentation. Customer shall refrain from taking any steps to reverse assemble, reverse compile or otherwise derive a somce code version of the object code of the Software. The Software shall at all times remain the sole and exclusive property of AT & T or its suppliers.

6 . .2. Customer shall not copy or download AT&T Soilware, except that Customer shall be permitted to make two (2) copies of AT&T Softwai·e, one for archive and the other for disaster recovery purposes. Any copy must contain the saine copyright notices and proprietary markings as the original AT & T Software.

6.3. To the extent that use of Software by a user is required for the use of a Service, Customer Users may use the Software licensed to Customer under this Addendum for that purpose. Customer shall assure that Customer Users comply with the terms and conditions of this Section 6.

6.4. The term of the license granted hereunder shall be coterminous with the term of the related Services.

Flnol • 3 -

6.5. Customer agrees to comply with the terms and conditions that are provided with any Third-Party Software and, in the event of a conflict, such Third-Party terms and conditions will take precedence over this Addendum as to such Third-Pmty Softwme. AT & T will pass through to Customer any warranties available from its TI1ird-Party Software suppliers to the extent that AT&T is permitted to do so under its contracts with those suppliers.

6.6. AT&T wmrm1ts that all AT&T Softwme shall perform substm1tially in accordance with its applicable published specifications for the term of the license that covers the AT&T Software. If AT&T Software does not comply with this wauanty, then as its exclusive remedy, Customer may return to AT&T, such noncompliant AT&T Software. AT&T, at its option, shall either repair or replace tl1e poriion of AT&T Software that does not comply or refund any amount Customer prepaid for the time periods following return of such failed or defective AT&TSoftware to AT&T. This warranty shall apply only if the AT&T Software is used in accordance witl1 the terms of this Agreement and is not altered, modified or tampered with by Customer or Users.

7. Contract Documents

It is AT&T' s intention that the final contract to be executed between AT&T and Customer shall include the applicable Service Order Attachment and Service Guides for the AT&T Services being provided by AT&T. AT&T will provide a printed copy of the Service Guide at the signing of the contract The Service Guides are available on the Web at http:llwww.11ew.se1,iiceguide.att.com and may be revised by AT&T from time to time. The URL provides for the latest revisions (within 30 days) to the Service Guides. AT&T will notify Customer at the e-mail address specified by the Customer of any revisions . In the event that AT&T revises a Service Guide in a manner that is material mid adverse to Customer, and AT&T does not initiate a contract amendment to remedy such material and adverse effect within thhiy (30) days after receipt of written notice from Customer, then Customer may, as a remedy, elect lo terminate the affected Service on thiliy (30) days wiitten notice to AT&T given no later than one hundred twenty (120) days after Customer first learns of the event(s) giving rise to the termination right. In the alternative, if Customer does not elect to terminate the service, Customer may choose to retain the servke, as ii existed prior to the material and adverse Service Guide revisions, unless the continued provision by AT&T of the service would be inconsistent with Federal or State laws or regulations. Further, tl1e continued retention of the services could result in the imposition of additional terms and conditions that may be imposed by other carriers that affect the service. However, a revision to an AT&T Service Guide shall not be considered material and adverse to Customer if it changes rates and charges that are not fixed in this Agreement.

8. OneNet Outbound Voice Service Interruption Credit

8.1. In addition to any other credit allowances for Service intetrnptions provided in the applicable AT&T Ser,iice Guide, Customer shall be eligible for a credit··

Final .. 4 ..

interruption allowance for the direct dial outbound voice services comprising the AT&T SDN One Net Service where the interruption lo the direct dial outbound voice service affects 20% or more of Customer's Centrex stations provisioned at any one of the State of Wisconsin's 41 Major Centrex Site locations which is identified in Table 12 and is defined herein as a location that has dedicated access (DSl or DS3) provided by AT&T to the State Telephone System (SIS). These locations are also commonly called Message Centers by the Customer and Nodal Sites by AT&T. Section 8.1 deals exclusively with the AT & T SDN One Net Service and this does not include the dedicated access (DS 1 or DS 3). The Service Interruption Credit for the dedicated access is in Section 8.2. Each Major Centrex Site shall be referred to in this Section 8 as a "Location". Notwithstanding the foregoing requirement that 20% or more of the Centrex stations at a Location must be impacted before this credit interruption allowance will apply, if the intenuption to the dilect dial outbound voice service occl!l's at the Spring Street, Madison, WI Location, only 10% or more of Customer's Centrex stations at that Location must be impacted. The number of Centrex stations at each Location shall be determined with reference to AT &T's billing data list The credit interruption allowance shall be computed as follows:

8.1.1. Over 4 but less than 12 hours of inte1ruption, a billing credit per incident per Location of$2,500 or 33% of the average monthly SDN One Net Service direct dial outbound voice billing tl1rough that Centrex site, whichever is less;

8 .1.2. Twelve (12) or more but less than 24 hours of interruption, a billing credit per incident per Location of $10,000 or 66% of the average monthly SDN One Net Service direct dial outbound voice billing tluough that Centrex site, whichever is less;

8.1.3. Twenty four (24) or more but less than 48 hours ofintenuption, a billing credit per incident per Location of $20,000 or one month of the average monthly SDN One Net Service direct dial outbound voice billing through that Centrex site, whichever is less;

8.1.4. For 48 hours or more of intenuption, the 24 to 48 hour billing credit listed above, per incident per Location, and an additional per day billing credit of $10,000 until the Service is operative or 66% of the average monthly SDN One Net Service direct dial outbound voice billing through that Centrex site, whichever is less.

8.2. For Customers who connect TI.5 Local Channel Service to SDN OneNet Service, an interruption allowance will be made for each reported interruption on a Nodal Tl .5 Service, in accordance with the table below. If more tha1i one interruption is repo1ted in a given month, each subsequent interruption is considered independently in calculating total credits for that channel on the following month's bill. However, the cumulative credit allowances may not exceed JOO percent in a given month. Credit may not be carried over to subsequent months. The Customer's discounted recuiring charges for the local

Final - s -channel in the month that the interruption occms will be the basis for calculation of the credit allowance for that month. Discounts due to pricing plans will be applied prior to the application of credit allowances.

Table J.l -Credits for TLS Local Channel Service to SDN OncNct Service

Credit per Length of Inforruption Interruption

I Minute up to, but not including, I hour 5.0%

I Hour up to, but not including, 2 hours 10.0%

2 Hours up to, btlt not including, 3 hows 15.0% --- ]_Hours U.E_ to, but not including, 4 hours 20.0%

4 Hours up to, but not including, 5 hours 25.0%

5 Hours up to, but no\ including, 6 hours 30.0%

6 Hours un to, but no.I including, 7 hours 35.0%

7 Hours up to, but not including, 8 hours 40.0%

8 Hours up to, but not including, 9 hours 45.0%

Over 9 Hours 50.0%

8.3. This credit interruption allowance and any c1edits provided under the applicable Service Guide shall be Customer's sole and exclusive remedy in the event of a Service interruption of the type desciibed above. This credit interruption allowance shall otherwise be snbject to the provisions dealing with Credit Allowances for Intenuptions found in the General Terms and Conditions Section of the applicable AT&T Service Guide, including the provisions dealing with "When Credit Allowances Do Not Apply".

8.4. Customer shall not be eligible to receive the above credit interruption allowance for more than three (3) unrelated incidents of such Service intemlptions per Major Centrex Site per month.

8.5. This credit allowance shall be applied lo Customer's bill no later than the second full billing month after Customer has reported the Service interruption incident lo AT&T.

8.6. The parties acknowledge that problems in the Services could arise from service interruptions associated with services from other Addenda in the Master Agreement Service inte1rnptions under this Addendum that result from service intemrptions caused by other Services under the Agreement shall only be applicable pursuant to the Service Schedule responsible for the Service Interrnption.

8.7. Under no circumstance shall a Significant Se1vice Interruption Credit be applied under multiple Schedules for a common service intenuption. The

Finol -6-

Finni

Customer rese1ves the right to add or delete Major Centrex Site Locations from Table 1.2.

Aonleton 5ESS 920-832 400 Ashland DMS 715-682 75 Baraboo EWSD 608-356 60 Beloit EWSD 608-363 500 Eau Claire DMS 715-836 4,700 Fond du Lac DMS 920-929 420 Green Bay SESS 920-391 1,650 Green Bay 5ESS 920-448 370 Green Bay 5ESS 920-492 430 .Janesville 5ESS 608-758 270 Kenosha EWSD 262-653 3,000 Kenosha 5ESS 262-595 1,000 Kenosha EWSD 262-597 300 Kenosha 5ESS 262-942 2,000 La Crosse DMS 608-781 3,430 Madison DMS

-~~~ t-""460~ 608-273 Madison EWSD 608-242 2,050 Madison EWSD 608-221 780 Madison 5ESS 608-266 45,100 Madison DMS 608-231 300 Manitowoc EWSD 920-683 100 Menon1011ie DMS 715-232 3,000 Milwaukee 5ESS 414-266 500 Milwaukee DMS 414-220 1,700 Milwaukee 5ESS 414-229 5,400 Milwaukee DMS 414-438 770 Milwaukee DMS 414-263 400 Neenah DMS 920-729 70 Oshkosh 5ESS 920-424 4,300 Platteville OTD-5 608-342 2,000 Racine 5ESS 262-638 120 Rhinelander DMS 715-365 400 River Falls DMS 715-425 1,850 Shebov1Ja11 EWSD 920-459 175 Stevens Point DMS 715-345 2,500 Sturtevant EWSD 262-884 175 Superior OMS 715-392 275 Waukesha DMS 262-548 1,000 West Bend 5ESS 262-338 150 Whitewale1 5ESS 262-472 3,800 Wisconsin Rapids DMS 715-721 1,000

- 7 -

9. Attachments

The following are incorporated and made a part of this Addendum:

Schedule A- AT&T SD;>; OneNet Senice Pricing Schedule Schedule B - AT&T Intrastate Scnices Pricing Schedule

IN Vv1TNESS WHEREOF, the parties ha\ e caused their duly authorized representatives to execute and deliver this .!\ddendum as of the last date written.

below.

The State of Wisconsin Department of Administration final

AT&T Global Services, on behalf of \\'isconsin Bell, Inc.

Printed >:aine: _"_s _+_e~.; e..""--~/Vl-'-'; f.~"'-~ e'--'/'"'-J __

Title: -~V~P-·-~(j-~J l,,_;~/1'1~---

Date: -~/;~/-c,1,1-'/ O,,__,fe~· ---~-

. 8.