8589-12 Authorize AT&T contract for Centrex telephone service

Home Browse Search

MASTERAGREEMENT INTRODUCTION 1.1 Overview of Documents. This Master Agreement and the following additional documents (collectively, the "Agreement°) shall apply to all services and equipment AT&T provides Customer pursuant to this Agreement (°Services") and shall continue in effect so long as Services are provided under this Agreement: (a) Pricing Schedules. A °Pricing Schedule° means a pricing schedule (including related attachments) or other document that is attached to or is later executed by the parties and references this Master Agreement. A Pricing Schedule includes the Services, the pricing (including discounts and commitments, if applicable) and the pricing schedule term (°Pricing Schedule Term°). (b) Tariffs and Guidebooks. °Tariffs"are documents containing the descriptions, pricing and other terms and conditions for a Service that AT&T or its Affiliates file with regulatory authorities. "Guidebooks° are documents (designated as Guidebooks or Price Lists) containing the descriptions, pricing and other terms and conditions for a Service that were but no longer are filed with regulatory authorities. Tariffs and Guidebooks can be found at atl.com/serviceoublicalions or other locations AT&T may designate. (c) Acceptable Use Policy. AT&T's Acceptable Use Policy (°AUP") applies to (i) Services provided over or accessing the Internet and (ii) wireless (i.e., cellular) data and messaging Services. The AUP can be found at att.com/auo or other locations AT&T may designate. (d) Service Guides. The descriptions; pricing and other terms and conditions for a Service not covered by a Tariff or Guidebook may be contained in a Service Guide, which can be found at att.com(serviceaublications or other locations ATi;<T may designate. 1.2 Priority of Documents. The order of priority of the documents that form this Agreement is: Pricing Schedules; this Master Agreement; the AUP; and Tariffs, Guidebooks and Service Guides; provided that, Tariffs will be first in priority in any jurisdiction where applicable law or regulation does not permit contract terms to take precedence over inconsistent Tariff terms. 1.3 Revisions to Documents. Subject to Section 8.2(b) (Materially Adverse Impact), AT&T may revise Service Publications at any time. 1.4 Execution by Affiliates. An AT&T Affiliate or Customer Affiliate may sign a Pricing Schedule in its own name, and such Affiliate contract will be a separate but associated contract incorporating the terms of this Agreement. Customer and AT&T will cause their respective Affiliates to comply with any such separate and associated contract. 2. AT&T DELIVERABLES 2.1 Services. AT&T will either provide or arrange to have an AT&T Affiliate provide Services to Customer and its Users, subject to the availability and operational limitations of systems, facilities and equipment. Where required, an AT&T Affiliate authorized by the appropriate regulatory authority will be the service provider. 2.2 AT&T Equipment. Services may be provided using equipment owned by AT&T that is located at the Site (°AT&T Equipment"), but title to the AT&T Equipment will remain with AT&T. Customer must provide electric powerfor the AT&T Equipment and keep the AT&T Equipment physically secure and free from liens and encumbrances. Customer will bear the risk of Toss or damage to the AT&T Equipment (other than ordinary wear and tear) except to the extent caused by AT&T or its agents. 2.3 Software. Any software that AT&T furnishes to Customer will be governed by the written terms and conditions applicable to such software. Title to such software remains with AT&T or its supplier. Customer must comply with all such terms and conditions, and they take precedence over this Agreement as fo such software. 3. CUSTOMER'S COOPERATION 3.1 Access Right. Customer will in a timely manner allow AT&T access as reasonably required for the Services to property and equipment that Customer controls and will obtain at Customer's expense timely access for AT&T as reasonably required for the Services to property controlled by third parties such as Customer's landlord. AT&T will coordinate with and, except in an emergency, obtain Customer's consent to enter upon Customer's property and premises, which consent shall not be unreasonably withheld. Access rights mean the right to construct, install, repair, maintain, replace and remove access lines and network facilities and the right to use ancillary equipment space within a building for Customer's connection to AT&T's network. Customer must provide ATi;<T timely information and access to Customer's facilities and equipment as AT&T reasonably requires for the Services, subject to Customer's reasonable security policies. Customer will furnish any conduit, holes, wireways, wiring, plans, equipment, space, power/utilities and other items as AT&T reasonably requires for the Services and will obtain any necessary licenses, permits and consents (including easements and rights-of- way). Customer will have the Site ready for AT&T to perform its work according to a mutually agreed schedule. 3.2 Safe Working Environment. Customer will ensure that the location at which ATiicT installs, maintains or provides Services is a safe working environment, free of Hazardous Materials and reasonably suitable for the Services. °Hazardous Materials" mean any substance or material capable of posing an unreasonable risk to health, safety or property or whose use, Uansport, storage, handling, disposal or release is regulated by any law related to pollution, to protection of air, water or soil or to health and safety. AT&T shall have ua_ver_ii.doc UA VER 1104114/11 ATBT and Customer Confidential Information Page 2 of 8 eCRM ID