HomeMy WebLinkAboutBellsouth Telecommunications, Inc.
Augusta Richmond GA
DOCUMENTNAME: bvv\ ~u.:th 1e-\eCorY\mGlnico.-.-C\OnS )'TKtC.
DOCUMEN)' TYPE:
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YEAR: C)~
BOX NUMBER: 23
FILE NUMBER: t131q
NUMBER OF PAGES:
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ADDENDUM
AGREEMENT
Case Number GA04-4376-02
THE UNDERSIGNED PARTIES, BellSouth Telecommunications, Inc., a Georgia corporation, d/b/a
BellSouth, ("Company") and Augusta ("Customer or Subscriber"), hereby agree, as acknowledged by their
appropriate signatures as set out below, to amend and change Contract Service Arrangement (CSA)
Agreement GA03-C307 -0 I, This Addendum Agreement is based upon the following terms and conditions
as well as any Attachment(s) affixed and the appropriate lawfully,fi)ed and approved tariffs which are by
this reference incorporated herein,
Offer Expiration: This offer shall expire on: 10/24/04,
I, Subscriber acknowledges that Subscriber has read and understands this Agreement and agrees to
be bound by its terms and conditions, Subscriber further agrees that this Agreement, and any
orders, constitute the complete and exclusive statement of the Agreement between the parties,
superseding all proposals, representations, and/or prior agreements, oral or written, between the
parties relating to the subject matter of the Agreement.
2. Acceptance of any order by Company is subject to Company credit and other approvals,
Following order acceptance, if it is determined that: (i) the initial credit approval was based on
inaccurate or incomplete information; or (ii) the customer's creditworthiness has significantly
decreased, Company in its sole discretion reserves the right to cancel the order without liability or
suspend the Order until accurate and appropriate credit approval requirements are established and
accepted by Customer.
3, This Agreement is not binding upon Company until executed by an authorized employee, partner,
or agent of Subscriber and Company, This Agreement may not be modified, amended, or
superseded other than by a written instrument executed by both parties, approved by the
appropriate Company organization, and incorporated into Company's mechanized system. The
undersigned warrant and represent that they have the authority to bind Subscriber and Company to
this Agreement.
The following language is hereby added to address Bill Management Service only:
PRIVATE/PROPRIETARY
CONTAINS PRJV ATE AND/OR PROPRlETARY INFORMATION, MA Y NOT BE USED OR DISCLOSED OUTSIDE THE
BELLSOUTH COMPANIES EXCEPT PURSUANT TO A WRITTEN AGREEMENT.,
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ADDENDUM
AGREEMENT
Case Number GA04-4376-02
This Bill Management Service Agreement ("Agreement") is by and between BellSouth
Telecommunications, Inc., a Georgia corporation, d/b/a BellSouth, ("Company") and Augusta
("Customer" or "Subscriber"). Company and Customer may hereinafter be referred to individually as a
"Party" or collectively as the "Parties," This Agreement is based upon the following terms and conditions
as well as any Attachment(s) affixed and the appropriate lawfully filed and approved tariffs which are by
this reference incorporated herein,
These terms and conditions ("Terms") govern the provision by BellSouth Telecommunications Inc. or
BellSouth MNS, Inc. ("BellSouth") and the use by the customer ("Customer") of the BellSouth Bill
Management Service.
1, The Services, BellSouth will operate the Services in a~cordance with its standard policies and
procedures and applicable Service Descriptions, incorporated herein by reference, and as described in
further detail in the ordering document(s) ("Orders") submitted by Customer and accepted by BellSouth.
2, Term. Customer's agreement for the use of the Services will be in effect from the date of installation
and activation of Customer's Service ordered under the applicable Order and, unless terminated earlier as
set forth herein; shall continue thereafter for the minimum term, if any, set forth in such Order. The term of
each subsequent Order shall be co-tenninous with the initial Order, unless otherwise provided for in such
subsequent Order.
3, Rates and Charges, The rates and charges payable by Customer for the Services shall be as set forth in
the Customer's, Order( s) that have been accepted by BellSouth, If Customer has elected a minimum term for
the Services in its Order then the rates for the Services in effect at the time of the Order shall remain in
effecffor the duration of such minimum term (unless otherwise provided in such Order), If no minimum
term is specified in such Order, or if the Services continue beyond such minimum ternl without execution
by both Parties of an extension to such Order, the Services will be provided on a month-to-month basis at
the then prevailing month-to-month rates for the Services until either Party gives the other at least thirty
(30) days written notice of termination of the Services, Customer will be invoiced monthly for usage of the
Services, BellSouth must receive payment by the date stated on the invoice, Customer will payor
reimburse BellSouth for any and all sales and use taxes, duties, or levies imposed by any authority,
government, or government agency (other than taxes levied on BellSouth's net income) in connection with
Customer's usage of the Services, If any payment due hereunder is not made within the date stated on the
invoice, any late payment/interest charges computed at one and one-half percent (I 1/2%) per month, or the
highest amount pennitted by applicable law, whichever is less, shall be due and payable with respect to
such payment.
4, Customer's Responsibilities.
(a) As between Customer and BellSouth, Customer is responsible for (i) assuring that its authorized users
comply with the provisions of these Terms and that unauthorized persons do not gain access to or use the
Services through user names, passwords, or other identifiers assigned to Customer pursuant to these Terms;
(ii) providing any equipment and software that may be necessary for the use of the Services by Customer
(in addition to any Equipment and Software that may be placed at Customer's location(s) or otherwise
provided or used by BellSouth for its provision of the Services); (iii) timely payment of all charges for
usage of the Services applicable to its account whether or not by authorized users or for authorized
purposes; and (iv) perfonning its other obligations under these Terms, Customer shall not use the Services
in any way that would be or would assist any third party to be in violation of any law. these Terms. or any
Acceptable Use Policy applicable to the Services, Customer shall not transmit or publish on or over the
Services any information, software, or other content that violates or infringes upon the rights of any others
or use the facilities and capabilities of the Services to conduct any business or activity or solicit the
performance of any activity that is prohibited by law, Customer shall comply with all applicable laws,
rules, and regulations in connection with the Services,
(b) Customer shall provide such information and assistance as are reasonably requested by BellSouth for
purposes of facilitating BellSouth's provision of Services to Customer,
PRIVATE/PROPRIETARY
CONTAINS PRIV ATE AND/OR PROPRIETARY INFORMATION, MA Y NOT BE USED OR DISCLOSED OUTSIDE THE
BELLSOUTH COMPANIES EXCEPT PURSUANT TO A WRITTEN AGREEMENT..
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ADDENDUM
AGREEMENT
Case Number GA04-4376-02
5. Limitation and Disc]aimerofWarranties, NEITHER BELLSOUTH NOR ANY-OF ITS
UNDERLYING SERVICE PROVIDERS, INFORMATION PROVIDERS, LICENSORS, EMPLOYEES,
OR AGENTS WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE OR
MAKE ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE
SERVICE, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR
IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
OR OTHERWISE, OTHER THAN THOSE WARRANTIES (IF ANY) THAT ARE ]MPLIED BY AND
INCAPABLE OF EXCLUSION, RESTRICTION, OR MODIFICATION UNDER THE LAWS
APPLICABLE TO THIS SERVICE AGREEMENT, ALL SUCH WARRANTIES BEING EXPRESSLY
DISCLAIMED,
6, Limitation and Disc]aimer of Liability,
(a) BellSouth shall not be responsible for any use of the Services by Customer, its authorized users, or any
third party. Without limiting the generality of the foregoing, BellSotith shall not be liable to Customer or
any of Customer's users for any lost profits or other consequential damages, even if BellSouth has been
advised of the possibility of such damages; any claim or other action against Customer by any third party
(except as set forth in the section below on infringement); any act or omission of any other entity furnishing
products and services that are used by Customer in connection with the Services or for failure of any
products or services provided by Customer; or any damages or losses caused by the fault or negligence of
Customer or Customer's failure to perform Customer's responsibilities.
(b) NEITHER CUSTOMER NOR BELLSOUTH OR ANY OF ITS UNDERLYING SERVICE
PROVIDERS, INFORMATION PROVIDERS, LICENSORS, EMPLOYEES, OR AGENTS SHALL
HA VE ANY LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT OR SPECIAL
DAMAGES SUFFERED BY THE OTHER OR ANY OTHER PARTY AS A RESULT OF THIS
AGREEMENT OR EITHER PARTY'S PERFORMANCE OR FAILURE TO PERFORM UNDER THIS
AGREEMENT, REGARDLESS OF WHETHER OR NOT SUCH PARTIES HAVE BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER EXPRESSLY ACKNOWLEDGES THAT
I
THE PROVISIONS OF THIS SECTION SHALL ALSO APPLY TO ALL CONTENT OR OTHER
SERVICES A V AILABLE THROUGH THE SERVICE, CUSTOMER AGREES THAT CUSTOMER
WILL NOT IN ANY WAY HOLD BELLSOUTH RESPONSIBLE FOR ANY SELECTION OR
RETENTION OF, OR THE ACTS OR OMISSIONS OF, THIRD PARTIES IN CONNECT]ON WITH
THE SERVICE.
(c) In the event that a court should hold that the limitations of liabilities or remedies available as set forth in
these Terms, or any portions thereof, are unenforceable for any reason, or that any of Customer's remedies
under these Terms fail of their essential purpose, Customer expressly agrees that under no circumstances
shall BellSouth's total liability to Customer or any party claiming by, through or under Customer for any
cause whatsoever, and regardless of the form of action, whether in contract or in tort, including negligence,
. in the aggregate, exceed the amount of charges paid by Customer for use of the Services during the twelve.
month period preceding the date such claim first arose,
7. Remedies of Customer. Customer's sole remedy for any failure or non-performance of the Services
(including any associated Equipment, Software or other materials supplied in connection with the Services)
shall be (i) for BellSouth to use commercially reasonable efforts to effectuate an adjustment or repair of the
Services and, in the event such failure or non-performance results in Service downtime that exceeds the
period of time specified in the applicable service level agreement portion (if any) of any applicable Order
or Service Description, to receive a refund or credit of or against any charges otherwise payable for the
Services for the period of service downtime as provided for in the applicable service level agreement
portion (if any) of any applicable Order or Service Description, or (ii) if such failure or non-performance
results in Service downtime or degradation so substantial as to render the Service essentially unavailable to
or unusable by Customer for normal use, to terminate the Services for default by BellSouth in the manner
.' provided in these Terms, Unless specified to the contrary in any applicable service level agreement portion
.c.,.'. of any applicable Order.or Service Descriptiop., the maximum credit for service downtime or other failure
PRIVATE/PROPRIETARY
CONTAINS PRIVATE, AND/OR PROPRIETARY INFCRMATION, MAY NOT BE USED OR DISCLOSED OUTSIDE THE
BELLSOUTH COMPANIES EXCEPT PURSUANT TO A WRITrEN AGREEMENT..
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, ADDENDUM
AGR'It'Ei\IENT
Case Number GA04-4376-02
shall not exceed the total monthly bill to the Customer for the Services for the month in which such
downtime or failure occurs.
8. Indemnification.
(a) If promptly notified in writing of any action brought against Customer to the extent based on a claim
that the Services infringe a United States patent, copyright, trademark, or other intellectual property right,
BellSouth will defend that action at its expense and will pay any and all fees, costs or damages that may be
[mally awarded in that action or a settlement resulting from it provided that (i) Customer shall permit
BellSouth to control the defense of such action and shall not make any compromise, admission of liability
or settlement or take any other action impairing the defense of such claim without BellSouth's prior written
approval, (ii) Customer shall cooperate with BellSouth in all reasonable ways to facilitate the settlement or
defense of any claim or suit, and (iii) the claim or suit does not arise from Customer modifications, or from
combinations of Services provided by a BellSouth Company with services and equipment provided by
Customer or others, or from Customer's use of such Services other than in accordance with the applicable
manufacturer's specifications,
(b) If any Services becomes, or in BellSouth's opinion, is likely to become the subject of a claim of
infringement, or a final injunction is obtained against Customer prohibiting usage of the Services by reason
of such infringement, BellSouth will, at its option, either: (I) at its expense procure the right for Customer
to continue using the Services or (2) direct Customer to cease using the Services, In the latter event. the
Services shall terminate immediately.
If the options set forth in this subsection are not reasonably available to BellSouth, then BellSouth may
elect in~tead to return any amounts prepaid by Customer for the affected Services for any period after
BellSouth directs Customer to cease such use.
(c) If promptly notified in writing of any action brought against BellSouth due to claims for infringement of
patents, copyright, trademark, or other intellectual property rights, or due to any other claims or causes of
action by third parties of any nature whatsoever, arising from the use in cOlll1ection with the Services of
equipment, software or information not provided by BellSouth, or otherwise relating to or arising out of.
Customer's use of the Services, Customer will defend that action at its expense and will pay any and all
fees, costs or damages that may be finally awarded in that action or a settlement resulting from it provided
that (i) BellSouth shall pe~t Customer to control the defense of such action and shall not make any
compromise, admission of liability or settlement or take any other action impairing the defense of such
claim without Customer's prior written approval and (ii) BellSouth shall cooperate with Customer in all
reasonable ways to facilitate the settlement or defense of any claim or suit.
9, Force Majeure. BellSouth shall not be responsible for any delay or failure in delivery or performance of
any of its duties hereunder due to acts of God, acts or omissions of any network or any other occurrence
commonly known as force majeure, including war, riots, acts of terrorism, embargoes, strikes, or other
concerted acts of workers, casualties or accidents, or any other causes or circumstances whether of a similar
or dissimilar nature to the foregoing that prevent or hinder the delivery of the Services. BellSouth may
cancel or delay performance hereunder for so long as such performance is delayed by such occurrence or
occurrences, and in such event BellSbuth shall have no liability to Customer.
10, Termination and Default.
(a) BellSouth may, at its sole discretion, terminate any Customer Order and discontinue Customer's access
to and use of the Services, if(i) Customer fails to pay any amount within ten (10) days after written notice
that the same is delinquent; or (ii) Customer breaches any of the material terms, conditions, obligations, or
re~resentations contained in these Terms, except for applicable Acceptable Use Policies, and does not cure
such breach within thirty (30) days of notice of such breach; or (iii) Customer becomes the subject of a
voluntary or involuntary bankruptcy, insolvency, reorganization, or liquidation proceeding, makes an
assignment for the benefit of creditors, or admits in writing its inability to pay debts when due, or (iv)
Customer's equipment or use of the Services interferes with the Services or any other user. Although
BellSouth reserves the right to immediately suspend or terminate Service in the event of repeated or
flagrant violations of its Acceptable Use Policy, incorporated herein by reference, BellSouth's preferred
course of action under this Section ll(a)(iv) is to allow Customer an opportunity to cease such interference
PRIV ATE/PROPRIETARY
CONTAINS PRIVATE AND/OR PROPRIETARY INFORMATION, MA Y NOT BE USED OR DISCLOSED OUTSIDE THE
BELLSOUTH COMPANIES EXCEPT PURSUANT TO A WRITTEN AGREEMENT..
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ADDENDUM
AGREEMENT
Case Number GA04-4376-02
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before Service termination occurs, In addition, if BeliSouth reasonably determines that the continuation of
the Services has become impractical or unfeasible for any technical, legal, regulatory, or other reason,
BellSouth may terminate the Services with at least thirty (30) days prior notice ifreasonably practical.
(b) If Customer has elected a minimum term for the Services and then cancels its Services or any portion
thereof, or has its Services or any portion thereoftem1inated as provided above, prior to the expiration of
such minimum term, Customer shall be obligated to pay BellSouth a termination charge equal to the
amount (if any) specified in the applicable Order; otherwise the termination charge shall be equal to 100%
'of the total monthly charges (other than variable usage charges) that would have become due for the
remainder of the scheduled minimum term if such cancellation had not occurred, Such termination charge
shall be paid to BellSouth within thirty (30) days after such cancellation by Customer.
(c) If BellSouth breaches any of these material Terms and fails to cure such breach within thirty (30) days
after written notice of such breach, Customer may (as its sole remedy except for any credits that may be
payable for downtime as provided elsewhere herein) terminate its Services by written notice to BellSouth,
without obligation for any early termination charges otherwise payable hereunder.
11. Use of Materials, Marks and Information.
(a) Customer may use, copy, and distribute the materials found on the Services for intemal, noncommercial,
informational purposes only, Except as authorized in this paragraph, Customer is not being granted a
license under any copyright, trademark, patent or other intellectual property right in the material or the
products, services, processes or technology described therein, All such rights are retained by BellSouth, its
applicable affiliates or any third party owner of such rights, Customer shall have no ownership or property
rights in the Services or in any documentation provided in connection with the Services. Customer may
make copies of such documentation solely for use in connection with its authorized use of the Services, and
all such copies shall include all copyright, trademark and other proprietary notices appearing in the original
documentation, Upon the termination of the Services to Customer, Customer shall retum all copies of the
documentation to BellSouth or certify destruction of such documentation.
(b) The company names and logos and all related product and service names, design marks and slogans of
each Party are the property of the respective Party or its affiliates, Neither Party is authorized to and shall
not use any name or mark of the other Party in any advertising, publicity or in any other commercial
manner without the prior written consent of the other Party,
(c) All product and service marks contained on or associated with the Services that are not Bell South marks
are the trademarks of their respective owners, References to any names, marks, products or services of third
parties or hypertext links to third party sites or information do not necessarily constitute or imply
BellSouth's endorsement, sponsorship or recommendation of the third party, information, product or
service.
12, Confidential Information
(a) Except as set forth in this Section, or as otherwise expressly provided in this Agreement, each Party
agrees that (i) all infommtion communicated to it by the other and identified and marked as "confidential,"
whether before or after the date hereof, (ii) all information identified as confidential to which it has access
in connection with the Services and Equipment, and (iii) this Agreement and the Parties' rights and
obligations hereunder (collectively, "Confidential Information"), will be, and will be deemed to have been,
received in confidence and will be used only for purposes of this Agreement. Each Party agrees to use the
same means it uses to protect its own confidential information, but in no event less than reasonable means,
to prevent the disclosure and protect the confidentiality of Confidential Information, No Confidential
Information will be disclosed by the recipient Pal1y without the prior written consent of the disclosing
Party; provided, however, that each Party may disclose this Agreement and any disclosing Party's
Confidential Information to those who are employed or engaged by the recipient Party, its agents or those
of its affiliates who have a need to have access to such information in connection with their employment or
engagement, provided the recipient Party notifies such persons of the obligations set forth in this Section
and such persons agree to abide by such obligations.
(b) The obligations set forth in subsection 13 (a) above will not prevent any Party from disclosing or using
information that belongs to such Party or (i) is already known by the recipient Party without an obligation
of confidentiality, (ii) is publicly known or becomes publicly known through no unauthorized act of the
PRIVATE/PROPRIETARY
CONTAINS PRIVATE AND/OR PROPRIETARY INFORMATION, MA Y NOT BE USED OR DISCLOSED OUTSIDE THE
BELLSOUTH COMPANIES EXCEPT PURSUANT TO A WRITTEN AGREEMENT..
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AGREEMENT
Case Number GA04-4376-02
recipient Party, (iii) is rightfully received fiomaYhiM'pji-ty';.(iv) is iild'ependently developed without use of
the disclosing Party's Confidential Information or (v) is disclosed without simi}a~r.estrictions to a third
party by the Party owiiing the' Collfidential Information, ,If Confidential InformaiiOl~"-is required to be
disclosed pursuant to law, regulation, tariff or a requirement of a governmental authority, or in connection
with an arbitration or mediation, such Confidential Information may be disclosed pursuant to such
requirement so long as the Party required to disclose the Confidential Information, to the extent possible,
provides the disclosing Party with timely prior notice of such requirement and coordinates with the
disclosing Party in an effort to limit the nature and scope of such required disclosure. Upon written request
at the expiration or termination of an Attachment or Order, all Confidential Information (and all copies
thereot) (if previously received by each Party) will be returned to the disclosing Party or will be destroyed,
with written certification thereof being given to the disclosing Party. The provisions of this Section will
survive the expiration or termination of any Order, Attachment and this Agreement for any reason,
(c) Confidential Information will not include any feedback, data, answers, questions, comments,
suggestions, ideas or the like, that Customer sends to' any BellSouth Company relating to the Services or
Equipment, unless Customer identifies it as Confidential, Information, BellSouth assumes no obligation to
protect such information from disclosure and will be free to reproduce, use, and distribute the information
to others without restriction. BellSouth will also be free to use any ideas, concepts, know-how or
techniques contained in such information or developed by them, for any purpose whatsoever including but
not limited to developing, manufacturing and marketing Services and Equipment incorporating such
information. Nothing contained in this Section restricts the right and ability of BellSouth to use information
concerning the execution of this Agreement and the provision of the Services and Equipment to Customer
in internal publications,
13, Dispute Resolution - Independent Arbitration,
(a) Except as provided in this Section 14, all disputes arising out of or related to this Agreement (whether
based in contract, tort, statute, fraud, misrepresentation or any other legal or equitable theory), including
any dispute based on any service or advertising related to this Agreement, shall be resolved by final and
binding arbitration governed by the Federal Arbitration 'Act ("FAA"), 9 U,S,c. ~~ 1-16, Disputes'that
meet the small claims court requirements in the state in which the Services are provided may be resolved in
small claims court.
:~::, (b) The arbitration will be conducted by one arbitrator using the procedures described herein in accordance
with the commercial arbitration rules and fee schedule ofthe American Arbitration Association ("AAA") in
effect on the date a dispute is submitted, as modified by this Agreement. The AAA's arbitration rules are
available from the AAA at www.adr.org,
(c) The Parties have the right to be represented by counsel. The arbitrator shall be bound by and strictly
enforce the terms of this Agreement, and may not limit, expand or otherwise modify the terms of this
Agreement in conducting the arbitration and making any award, Unless either Party requests that the
arbitration be conducted using the /\AA'$ telephonic, on-line, or in-perwn procedures, for which additional
charges may apply, the arbitration will be based solely 011 the written submissions of the Parties and the
documents submitted relating to the dispute, Any in-person arbitration will be conducted at a location that
the AAA selects in the state in which the Services aTe provided, or as the Parties may otherwise mutually
agree, Arbitrations under this Agreement shall be kept confidential.
(d) Disputes under this Agreement may not be (a) resolved on a class-wide basis, (b) joined with another
lawsuit, or (c) joined in an arbitration with a dispute of any other entity, The arbitrator may not award, and
the Parties waive any claims for awards for, punitive damag'es Or attorney fees or any damages that are
barred by this Agreement, unless such damages are expressly authorized by a relevant statute,
(e) Before taking a dispute to arbitration, the Parties agree to first attempt to resolve the dispute between
them. If the Parties are not able to satisfactorily resolve the dispute within sixty (60) calendar days from
the date of the initial notification of the dispute, either Party may contact the AAA in writing at AAA
,[': Service Center, 2200 Century Parkway, Suite 300, Atlanta, GA 30345-3203, and request arbitration or the
dispute,
..., (f) Subject to applicable substantive law that may provide otherwise, each Party will pay its own expenses
,.,'" to participate in the arbitration, including attorney fees and expenses related to the presentation or evidence,
witnesses, and document production,
PRIV ATEJPROPRIET AR Y
, '
CONTAINS PRIVATE AND/OR PROPRIETARY INFORMATION, MAX NOT BE; IJSED OR DiSCLOSED OUTSIDE THE
BELLSOUTH COMPANIES EXCEPT PURSUANT TO A WRITTEN AGREEMENT..
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AGREEMENT' Case Number GA04-4376-02
(g) In the event that the arbitration results in an ar]jitJ'~1 hward which imposes an injunction on either Party
OR CONTAINS A MONEY DAMAGES AWARD IN EXCESS OF TWO HUNDRED FIFTY
THOUSAND DOLLARS ($250,000), the award shall not be binding on a Party if that Party sends written
notice to the other Party postmarked within 30 days from the date of the award, that that Party does not
accept the award of the arbitrator. Such written notice should be provided in accordance with Section 16,
14, General.
(a) Except as set forth herein, Customer may not assign or transfer any of its rights, duties, or obligations
with respect to the Services without BellSouth's written conserit, which consent shall not be unreasonably
withheld or delayed. Any attempted assignment or transfer without the written consent of BellSouth shall
be void. Notwithstanding the foregoing, Be,llSouth may assign, delegate or otherwise transfer its rights or
obligations hereunder, in whole or in part, at any time or subcontract the performance of any of its
obligations under this Agreement.
(b) Neither Party may bring an action, regardless of fonn, arising out of the Services or these Terms more
than two years after the cause of action arose,
(c) This Agreement, together with all Attachments and ariy Orders placed hereunder, constitutes the entire
agreement between BellSouth and Customer relating to this Agreement and the Services performed
hereunder, supersedes any prior written or verbal proposals, agreements, understandings or other
discussions respecting the same, and may not be modified or amended other than by a written instmment
executed by both Parties,
(d) These Terms and the Services shall be governed by the laws of the State of Georgia, without regard to
its conflict of laws provisions. If any provision or provisions hereof shall be held to be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be in any way
affected or impaired thereby.
(e) No failure on the part of either Party to exercis~ any right or remedy arising directly or indirectly under
this Agreement will operate as a waiver of any right or remedy it may have, nor will an exercise of any
right or remedy by either Party preclude any right orremedy otherwise available to such Party,
(f) The headings used in this Agreement are for convenience only and do not affect the meaning or '
interpretation of this Agreement.
(g) Except as otherwise specifically stated in this Agreement, the provisions of this Agreement are for the
benefit of the Parties hereto and not for any other person,
15, Notices. All notices under this Agreement will be in writing and will be deemed to have been duly
given if delivered personally or by courier service, faxed or mailed by registered or certified mail, return
receipt requested, postage prepaid, to the Parties at the addresses set forth below, All notices under this
Agreement that are addressed as provided herein wiil be deemed given (a) upon delivery, if delivered
personally or by courier service, (b) when confirmed, if delivered by facsimile, and (c) on the fifth (5Ih)
business day after the day it is deposited in a regular depository of the United States mail, if delivered by
mail in the manner described above, Either Party may change its address or respective contact for
notification purposes by giving notice to the other of the new address or designee and the date upon which
such change will become effective.
COMPANY:
BeJlSouth Telecommunications, Inc,
Assistant Vice President
440 Walker St
Augusta, GA 30910
SUBSCRIBER:
Augusta
503 GREENE ST AUGUSTA GA 30901-1403
AUGUSTA, GA 30901
PRIV ATE/PROPRIETARY
CONTAINS PRIVATE AND/OR PROPRIETARY INFORMATION, MAY NOT BE USED OR DISCLOSED OUTSIDE THE
BELLSOUTH COMPANIES EXCEPT PURSUANT TO A WRITTEN AGREEMENT
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AGREEMENT
Case Number GA04-4376-02
16, This Agreement shall be construed in accordance with the laws of the State of Georgia,
PRIVATE/PROPRIETARY
CONTAINS PRIVATE AND/OR PROPRIETARY INFORMATION, MAY NOT BEUSED OR DISCLOSED OUTSIDE THE
BELLSOUTH COMPANIES EXCEPT PURSUANT TO A WRllTEN AGREEMENT..
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ADDENDUM
, AGREEMENT'
Case Number GA04-4376-02
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be executed by their duly
authorized representatives on the dates set forth below,
Accepted by:
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Printed Name:
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Title:
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Company:
BellSouth Telecommunications, Inc.
By: BellSouth Business Systems, Inc.
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AuthOrIzed Signature
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Printed Name: SfLo~6 . -Do...v'l ~,
Title: ~J ~<; Mo....A..IlkSQ ~
Date: ci l ~, (Vj
PRIV ATElPROPRIETAR Y
CONTAINS PRIVATE AND/OR PROPRIETARY INFORMATION, MAY NOT BE USED OR DISCLOSED OUTSIDE THE
BELLSOUTH COMPANIES EXCEPT PURSUANT TO A WRITTEN AGREEMENT..
Page 9 of 12
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ADDENDUM
AGREEMENT
Case Number GA04-4376-02
Option 1 o.f1
Service description:
This Addendum Agreement adds Bill Management Service to the Customer's existing Agreement for
BellSouth@ Primary Rate ISDN - V oicelData (Standard) service, '
All terms and conditions of Contract Service Arrangement Agreement GA03-C307-0l apply to this
Addendum Agreement unless modified herein.
PRIVATE/PROPRIETARY
C9NTAINSPRIV A TE AND/OR PROPRIETARY INFORMATION, MAY NOT BE USED OR DISCLOSED OUTSIDE THE
BELLSOUTH COMPANIES EXCEPT PURSUANT TO A WRITTEN AGREEMENT.
Page 10 of 12
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ADDENDUM
AGREEMENT
Case Number GA04-4376-02
Option I of I
RATES AND CHARGES
Rate Elements
Non-Recurring Monthlv Rate
USOC
1. Bill Management Service,
Software Packages,
Enhanced Software Package
-Each Package Supporting One User
(Addendum to GA03-C307-01, Add
rate element.)
$,00 $,00
BWBDL
PRIVATE/PROPRIETARY
CONTAINS PRIVATE AND/OR PROPRIETARY INFORMATION, MAY NOT BE USED OR DISCLOSED OUTSIDE THE
BELLSOUTH COMPANIES EXCEPT PURSUANT TO A WRITTEN AGREEMENT
Page 1'1 of 12
ADDENDUM
AGREEMENT
Case Number GA04-4376-02
Option I of I
RATES AND CHARGES
NOTES:
The 'NOTES' section of the 'RATES AND CHARGES' pages of Contract Service Arrangement Agreement
GA03-C307-0I is replaced in its entirety by the following:
1. All applicable rates and regulations for BellSouth@ Primary Rate ISDN as set forth in the General
Subscriber Services Tariff are in addition to the rates and regulations contained in this CSA with the
exception that volume discounts as outlined in the tariff do not apply, All rules and regulations for Bill
Management Service from Section N6 of the Non-Regulated Services Tariff are applicable to this
Agreement. The rate elements included herein have been specifically discounted,
2. In the event a governmental body does not budget or appropriate sufficient funding to pay for the
services provided for in the Contract Service Arrangement Agreement("Agreement"), then and in that
event, the Agreement shall be terminated immediately, the Augusta Richmond County shall pay full
nonrecurring charges as identified below, and the Augusta Richmond County shall be released and relieved
from any further financial responsibility under the temlS of the Agreement, except for payment for services
rendered prior to the effective date of the non-funding by the governmental body:
Contract Preparation Charge (WGGVF)
Access Line (lLDIE)
Interface (PR 71 V)
B-Channel (PR7BV)
Bill Management Service, Enhanced Software Package (BWBDL)'
$450,00
$875.00, each
$110,00, each
$ 5,00, each
$150,00 each
3, 'Apply five End User Cornmon Line Charges for each Primary Rate Interface.
4, Other rate elements used in the provision of the service may not have been listed herein but can be
found in the appropriate Company tariff. -
5. All documents, including contracts, agreements, or reports in any form or medium shall be
treated in accordance with requirements of the Georgia Open Records Act.
There are no other additions, deletions or changes to the above referenced Contract Service Arrangement
Agreement included in this Addendum Agreement. All other terms and conditions as previously agreed
and acknowledged remain unchanged and in full force,
All trademarks and service marks contained herein are the property of BellSouth Intellectual Property
Corporation,
END OF ARRANGEMENT AGREEMENT OPTION 1
PRIV A TElPROPRIETAR Y
CONTAINS PRIVATE AND/OR PROPRIETARY INFORMATION, MAY NOT BE USED OR DISCLOSED OUTSIDE THE
BELLSOUTH COMPANIES EXCEPT PURSUANT TO A WRIHEN AGREEMENT.
Page 12 of 12