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ACC Business-2023-01 oo23- at Personakedsoludons,dedh atedsuppori -- ACC Business MA Reference No ACC BUSINESS .' AdrvdoncLQ&T ACC BUSINESS MULTI SERVICE AGREEMENT Customer AT&T Corp dlbla ACC Business City of Grand Terrace ACC Business Street Address 22795 Barton Road City Grand Terrace State/Province CA Zip Code 92313 Country US Customer Contact(for notices) ACC Business Contact(for notices) Name Konrad Bolowich Street Address 400 West Avenue Title City Manager City Rochester State/Province NY Street Address 22795 Barton Road Zip Code 14611 Country USA City Grand Terrace State/Province CA Zip Code 92313 Country US Telephone (909) 954-5175 Fax Email kbolowich@grandterrace-ca goy r This ACC Business Multi Service Agreement between the customer named above("Customer")and AT&T Corp doing business as(d/b/a)ACC Business ("ACC Business")(each a"Party")is effective when signed by both Parties("Effective Date") This ACC Business Multi Service Agreement consists of the attached provisions,and the AT&T Business Services Agreement,including definitions,located at https//www corp att coin/agreement/("BSA") (collectively the attached provisions and BSA constitute the"MSA") In order for Customer to purchase ACC Business Services,the Parties must execute an applicable pncing schedule,referencing this MSA,reflecting the Services,the pricing and the pricing schedule term ("Pricing Schedule") Collectively the MSA, Pricing Schedule and applicable Service Publications constitute the "Agreement"for those Services A"Service Publication" includes Tariffs, Guidebooks, and Service Guides located at http//serviceguidenew att coin, which reflect the product descriptions, rates,terms and conditions applicable to a particular Service Services are further subject to the AT&T Acceptable Use Policy located at www att com/aup("AUP") Service Publications and the AUP may be amended by AT&T or ACC Business from time to time without notice to Customer The order of priority of the documents that form the Agreement is the applicable Pricing Schedule or order,the MSA,the AUP,and then Service Publications, provided,however,if applicable laws or regulations of a jurisdiction prohibits contractual modification of Tariff terms,the Tariff will prevail In the event of a conflict within the MSA between the attached provisions and the BSA,the attached provisions take precedence For purposes of this MSA the arbitration provisions of the BSA are replaced entirely with and superseded by the following ARBITRATION ALL CLAIMS AND DISPUTES ARISING FROM THIS AGREEMENT SHALL BE SETTLED BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS COMMERCIAL ARBITRATION RULES(SUBJECT TO THE REQUIREMENTS OF THE FEDERAL ARBITRATION ACT) ANY JUDGMENT ON ANY AWARD RENDERED MAY BE ENTERED AND ENFORCED IN A COURT HAVING JURISDICTION THE ARBITRATOR SHALL NOT HAVE THE AUTHORITY TO AWARD ANY DAMAGES DISCLAIMED BY THIS AGREEMENT OR IN EXCESS OF THE LIABILITY LIMITATIONS IN THIS AGREEMENT, SHALL NOT HAVE THE AUTHORITY TO ORDER PRE-HEARING DEPOSITIONS OR DOCUMENT DISCOVERY, BUT MAY COMPEL ATTENDANCE OF WITNESSES AND PRODUCTION OF DOCUMENTS AT THE HEARING THE PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY AND WAIVE ANY RIGHT TO PARTICIPATE IN OR INITIATE CLASS ACTIONS, IF THE PARTIES CANNOT WAIVE THESE RIGHTS,THIS ENTIRE PARAGRAPH IS VOID AGREED Customer AGREED AT&T Corp dlbla ACC Business By By (by its authorized representation) (by its authorized representation) Name Konrad Bolowich Name (Typed or Printed Name) (Typed or Printed Name) Title City Manager Title Date l -Z Date Page 1 of 2 ACC Business and Customer Proprietary ACC Business MSA UA III 09/01/2015 Services "Service" or "Services" means all products and services any associated credits or waived or unpaid non-recurring charges,and(iii) (including wireless, if applicable) ACC Business provides Customer any charges incurred by ACC Business from a third party (r e, not an pursuant to this Agreement AT&T Affiliate)due to the termination The charges set forth in(i)and(ii) Execution by Affiliates An ACC Business or Customer Affiliate may do not apply if a terminated Service Component is replaced with an sign a Pricing Schedule in its own name Such Affiliate contract will be a upgraded Service Component at the same Site, but only if the Minimum separate but associated contract incorporating the terms of this Payment Period or Minimum Retention Period, as applicable, (the Agreement Customer and ACC Business will cause respective Affiliates "Minimum Period") and associated charge for the replacement Service to comply with any such separate,associated contract(s) An"Affiliate"of Component are equal to or greater than the corresponding Minimum a party is an entity that controls, is controlled by or is under common Period and associated charge for the terminated Service Component, control with such party respectively,and if the upgrade is not restricted in the applicable Service License and Other Terms Software,Purchased Equipment and Third- Publication In addition,if Customer terminates a Pricing Schedule that has Party Services (a service provided directly to Customer by a third party a MARC, Customer agrees to pay an amount equal to 50% of the under a separate agreement between Customer and the third party)may unsatisfied MARC for the balance of the Pricing Schedule Term be provided subject to the terms of a separate license or other agreement Billing and Disputes If Customer does not dispute a charge in writing between Customer and either the licensor,the third party service provider within 6 months after the invoice date, Customer waives the right to or the manufacturer Customer's execution of the Pricing Schedule for or dispute ACC Business must issue a bill within six (6) months after placement of an Order for Software,Purchased Equipment or Third Party charges are incurred (other than for automated or live operated assisted Services is Customer's agreement to comply with such separate calls)or it waives the charges agreement Unless a Service Publication specifies otherwise, ACC At Customer's request,but subject to ACC Business'consent(which may Business' sole responsibility with respect to Third Party Services is to not be unreasonably withheld or withdrawn),Customer's Affiliates may be place Customer's orders for Third-Party Services, except that AT&T or invoiced separately, and ACC Business will accept payment from such ACC Business may invoice and collect payment from Customer for the Affiliates Customer will be responsible for payment if Customer's Affiliates Third-Party Services do not pay charges in accordance with this Agreement Pricing and Pricing Schedule Term,Terms Applicable After End of Purchased Equipment Except as specified in a Service Publication or Pricing Schedule Term Prices listed in a Pricing Schedule are stabilized Pricing Schedule,title to and risk of loss of equipment ACC Business sells until the end of the Pricing Schedule Term, including applicable Customer("Purchased Equipment") pass to Customer on delivery to the extensions,("Pricing Schedule Term")and apply in lieu of corresponding transport carrier for shipment to Customer's designated location AT&T or prices in the applicable Service Publication No promotions, credits, ACC Business retains a purchase money security interest in all Purchased discounts or waivers set forth in a Service Publication apply At the end Equipment until Customer pays for it in full, Customer appoints AT&T or ACC Business as Customer's agent to sign and file a of the Pricing Schedule Term, Customer may continue Service(subjectfinancing statement to any applicable notice or other requirements in a Service Publication for to perfect AT&T's and ACC Business' security interest All Purchased Customer to terminate a Service Component)on a month-to month basis Equipment is provided on an "AS IS" basis, except that AT&T or ACC at the prices,terms and conditions in effect on the last day of the PricingBusiness passes through to Customer any warranties available from its Schedule Term ACC Business may change such prices, terms or suppliers,to the extent that AT&T or ACC Business is permitted to do so conditions on 30 days'prior notice to Customer under its contracts with those suppliers MARC Minimum Annual Revenue Commitment ("MARC") is an annual PrivacyEach party is responsible for complying with the privacy laws revenue commitment set forth in a Pricing Schedule that Customer agrees applicable to its business AT&T and ACC Business shall require its to satisfy during each 12 month period of the Pricing Schedule Term If personnel, agents and contractors around the world who process Customer fails to satisfy the MARC for any such period,Customer agrees Customer personal data to protect such information in accordance with the to pay a shortfall charge equal to the difference between the MARC and data protection laws and regulations applicable to AT&Ts and ACC the total of the applicable MARC Eligible Charges, as defined in the Business'business If Customer does not want AT&T or ACC Business to applicable Pricing Schedule, incurred during such period, and ACC comprehend Customer data to which it may have access in performing Business may withhold contractual credits until Customer pays the Services,Customer must encrypt such data to be unintelligible Customer shortfall charge is responsible for obtaining consent from and giving notice to its users, Termination and Termination Charges Either party may terminate for employees and agents regarding Customer's and AT&Ts and ACC material breach upon thirty(30)days'prior written notice to the other party Business'collection and use of the User,employee or agent information in If a Service or Service Component is terminated by Customer for connection with a Service Customer agrees to make accessible or provide convenience or by ACC Business for cause prior to Cutover, Customer Customer personal data to AT&T or ACC Business only if it has legal (i)agrees to pay any pre-Cutover termination or cancellation charges set authority to do so out in a Pricing Schedule or Service Publication, or(ii)in the absence of Trade'marks and Publicity Neither party will display or use the other such specified charges, agrees to reimburse ACC Business for time and partys trade names, logos,trademarks,service marks or other indicia of materials incurred prior to the effective date of termination,plus any third- origin, or issue public statements about this agreement or the Services, party charges resulting from the termination If a Service or Service without the other party's prior written consent Component is terminated by Customer for convenience or by ACC Governing Law Unless a regulatory agency with jurisdiction over the Business for cause after Cutover, Customer agrees to pay applicable applicable Service applies a different law,this Agreement is governed by termination charges as follows (i)50%of any unpaid recurring charges for the law of the State of New York, without regard to its conflict of law princThe the terminated Service or Service Component attributable to the unexpired Sale 1ples ot Goods willnited not apply Nations Convention on Contracts for International portion of an applicable Minimum Payment Period(as defined in applicable Pricing Schedule),(u)if termination occurs before the end of an applicable Minimum Retention Period (as defined in applicable Pricing Schedule), Page 2 of 2 ACC Business and Customer Proprietary ACC Business MSA UA III 09/01/2015 ACCupport - ��_ ,, ACC PS 401 BUSINESS !C•••••"" Ad'"�T AT&T Internet Access as sold by ACC Business PRICING SCHEDULE Master Agreement No Customer AT&T Corp dlbla ACC Business Customer Name City of Grand Terrace ACC Business Street Address 22795 Barton Road City Grand Terrace State/Province CA Zip Code 92313 Country US Customer Contact(for Notices) ACC Business Contact(for Notices) Name Konrad Bolowich Street Address 400 West Avenue Title City Manager City Rochester State NY Street Address 22795 Barton Road Zip Code 14611 Country USA City Grand Terrace State/Province CA Solution Provider Channel ID# A0000804 Zip Code 92313 Associate Solution Provider Channel ID# EL006820 Country US Telephone (909)954-5175 Email kbolowich@grandterrace ca gov This Pricing Schedule is part of the Agreement between ACC Business and Customer referenced above Note Notice to qualified E-rate(Schools and Libraries)or Rural Health Care(RHC)participants By signing below,Customer certifies that it has not participated as an applicant under the E-rate or Rural Health Care(RHC)programs during the current funding year at any of its locations,it will not seek E-rate or RHC funding for the services referenced in this Pricing Schedule,and it has no present intent to participate in the future as an applicant in the E-rate or RHC programs Customer AT&T Corp d/b/a ACC Business (by its authorized representative) (by its authonzed representative) By By Name Konrad Bolowich Name Title City Manager Title Date Date AT&T and Customer Confidential Information Page 1 of 2 AIA PS v09122022 ACC PS 401 ACC PS 401 AT&T Internet Access as sold by ACC Business PRICING SCHEDULE 1 SERVICES Service Service Publication Location AT&T Internet Access as sold by ACC Business aka http//servicequidenew att coin/sq flashPlaverPage/DSL AT&T High Speed Internet-Enterprise 2 PRICING SCHEDULE TERM AND EFFECTIVE DATES Pricing Schedule Term _ 36 months Pricing Schedule Effective Date Date on which the last party signs the Pricing Schedule Effective Date of Rates and Discounts Rate Card effective at time of order placement Customers may place orders pursuant to this Pricing Schedule Orders placed require that Customer provide ACC with additional detail such as service speed and the name and contact information(including address and email address)for a primary contact individual In the event of a termination of this Pricing Schedule by ACC,the terms and conditions of this Pricing Schedule will survive solely with respect to any Orders submitted by the Customer and accepted by ACC pnor to such termination for the remaining term of such Orders 3 MINIMUM PAYMENT PERIOD Service Components Monthly Service Fees Due Upon Termination Prior Minimum Payment Period to Completion of Minimum Payment Period* per Service Component Broadband and Broadband II Lesser of$200 or number of months remaining under 12 Months Service Components Minimum Payment Penod multiplied by the amount of monthly recurring charges *Waived for any line terminated within 30 calendar days after provisioning 4 ADDITIONAL TERMS AND CONDITIONS 41 Notice of Withdrawal Service and Service Component Withdrawals during Prim Schedule Term Prior Notice for AT&T to Withdraw and Terminate Service 12 months Prior Notice for AT&T to Withdraw and Terminate a Service Component 30 calendar days 5 RATES AND CHARGES Orders for each location will be billed in accordance with the rates in effect at time of order submission These rates are displayed on the applicable ACC Business AT&T Internet Access Rate Card found on the ACC Business website(https llsolutionprovidercentral com/) Such rates apply only to Orders submitted and accepted by AT&T prior to termination or expiration of this Pricing Schedule Rates for Orders submitted for Service under this Pricing Schedule are stabilized for the term of the Pricing Schedule All moves, adds and other changes will be billed at the rates in effect at the time of such move, add or other change At the end of the Pricing Schedule Term, Customer may continue Service on a month to month basis at the terms and conditions in effect on the last day of the Pricing Schedule Term ACC Business may change such terms or conditions on 30 days prior notice to Customer AT&T and Customer Confidential Information Page 2 of 2 AIA PS v09122022 ACC PS 401 CUSTOMER LETTER OF AUTHORITY Please be advised that we, City of Grand TerraceQ("Customer"), are interested in learning about and potentially purchasing certain products and services from AT&T Corp d/b/a ACC Business and its affiliates ("ACC Business"), and hereby authorize Lelaeu 1("SP") and such other entities or persons named below ("Others Named") to act on our behalf with respect to the matters described herein By this Customer Letter of Authority ("Letter"), SP and Others Named are authorized non-exclusively to operate as our representative in dealings between us and ACC Business in connection with the marketing, sale and purchase of telecommunications, data, and information services This authorization includes, but is not limited to,the ability to present pricing and contracts, negotiate and order services on our behalf, as well as the ability to obtain our customer proprietary network information ("CPNI") Notwithstanding the foregoing authorization, neither SP nor Others Named is authorized to execute any contracts on our behalf We understand that it is ACC Business's legal duty to protect the confidentiality of our CPNI CPNI is defined under federal law and includes information that relates to the quantity,technical configuration,type,destination,location,and amount of use of a telecommunications service subscribed to by a customer of a telecommunications carrier,and that it is made available to the carrier by the customer solely by virtue of the carrier-customer relationship In order to explore the purchase of telecommunications products and services from ACC Business,we hereby authorize ACC Business to use our CPNI,share our CPNI with SP and Others Named,and/or provide SP and Others Named with access to our CPNI on file with ACC Business We further grant ACC Business permission to provide SP and Others Named access to all information relating to our accounts and to make changes to our accounts via orders for all services provided by ACC Business We acknowledge and agree that any unauthorized disclosure of CPNI by SP and/or Others Named will not result in us having any right or remedy against ACC Business We also understand and agree that, in order to determine service eligibility and communicate eligibility to SP and Others Named,ACC Business may initiate a credit check and/or access our existing credit information on file with ACC Business I understand and agree that the signature,or electronic signature,set forth below constitutes Customer's agreement under this Letter and all applicable tariffs By signing below, I represent that I have the authority to bind the Customer hereunder For all legal purposes,an electronic Letter will be deemed an original"writing"in accordance with any applicable state law governing electronic signatures,writings and/or records,and the admissibility thereof will not be contested under any applicable best evidence rule or otherwise This Letter will become effective on and will remain valid for a period of hires( )year unless revoked in writing by Customer,SP,and Others Named or ACC Business Written revocation notices must specify the SPs and Others Named name and be received by ACC Business,Attn Customer Care,400 West Avenue, Rochester, NY 14611-2538 CUSTOMER City of Grand Terrace SOLUTION PROVIDER COMPANY Its SOLUTION PROVIDER SALES REP 241V@WOSen STREET/CITY/STATE/ZIP '5 407 giTp DUO#2,20,Sandy& SIGNATURE '111Ti8r407iO PRINTED NAME Konrad Bolowich EMAIL ADDRESS/PHONE NUMBER TITLE City Manager o�w�e�`i@telarus com,801F838-7879 STREET/CITY/STATE/ZIP 22795 Barton Road,Grand SOLUTION PROVIDER ID(SPID) ,0.0.00$0_, Terrace CA 92313 EMAIL ADDRESS/PHONE NUMBER (909) 954-5175/ OTHERS NAMED/SUB-AGENT kbolowich@grandterrace-ca goy COMPANY NAME Onsite Computing REP NAME Frank Barbarossa STREET/CITY/STATE/ZIP 1101 California Ave Ste 104 Corona, California EMAIL ADDRESS/PHONE NUMBER (951) 444-9500 team@onsitecomputing net SUB AGENTS SP ID EL006820 Page 1 of 1 Last Updated 03/25/2021 ©2018 AT&T Intellectual Property All Rights Reserved