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HomeMy WebLinkAbout61-05 RESOLUTION• RESOLUTION NO. 61- 05 A RESOLUTION TO APPROVE A WEB HOSTING CONTRACT WITH SOUTHWESTERN BELL COMMUNICATIONS, INC. IN THE AMOUNT OF $14,100.00 PLUS $2,820.00 CONTINGENCY, PLUS TAX ANNUALLY FOR FIVE YEARS BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1: That the City Council of the City of Fayetteville, Arkansas hereby approves the web hosting contract with Southwestern Bell Communications, Inc., as attached as Exhibit "A" in the amount of $14,100.00 plus $2,820.00 contingency, plus tax annually for five years. PASSED and APPROVED this 5th day of April, 2005. FFFFFFFFFFF .................. • 01,0 • S/ -f' #e A • 01 Y Ole•:;pt zik...• • (Iva .:7c--3 • • -AS _ . . _ = :FAYETTIVILLE: = .. -:..s•. ..s..7,. TTEST: ST A 8•1•9 co • ac 4.• l• LP• • 101 NS‘x 4+1 1•04GTON Coo• nil .... By: aptac4} NAM•a-) SONDRA SMITH, City Clerk By APPROVED: DAN COODY, Mayor • • • MASTER SERVICES AGREEMENT THIS MASTER SERVICES AGREEMENT (THE "AGREEMENT" BETWEEN SBC E -SERVICES, INC. (SBC) AND Cin' OF FAYETTEVILLE ("CUSTOMER") IS MADE EFFECTIVE ("the Effective Date") on the date of the last signature made by a party to this Agreement. The term for each Statement of Work will commence on the Service Commencement Date indicated in the Statement of Work. SBC and Customer are referred to herein individually as a "Party" and collectively as the "Parties". 1. OVERVIEW 1.1Generat This Agreement, including the attachments, which are incorporated herein, states the terms and conditions by which SBC will provide and Customer will receive and pay for hosting services described in Exhibit A, and other agreed upon services at SBC's Internet Data Center facility as set forth in the initial Statement of Work attached as Exhibit A (collectively referred to as "Services"). This specifically does not include regulated telecommunications services provided to Customer any SBC Affiliate or third party. Customer may, during the course of this Agreement, submit to SBC additional Statements of Work that, if accepted by SBC, shall become part of this Agreement and attached as Exhibits. A rejected Statement of Work, when modified and resubmitted, shall be considered a new Statement of Work submission. Each Statement of Work submitted by Customer, accepted by SBC, and executed by both Parties is hereby incorporated by reference into this Agreement. 1.2 Definitions. (a) "Affiliate" of any Party means any other Party directly or indirectly controlling, directly or indirectly controlled by or under direct or indirect, common control with such Party. As used in this definition, the terrn "control," "controlling" or "controlled by" shall mean in possession, directly or indirectly, of the power either to (1) vote fifty percent (50%) or more of the securities or interests having ordinary voting power for the election of directors (or other comparable controlling body) of such Party or (11) direct or cause the direction of the actions, management or policies of such Party. whether through the ownership of voting securities or interest, by contract or otherwise, excluding in each case, any lender of such Party or any Affiliate of such lender. (b) "Commencement Date" shall have the meaning specified in the applicable Statement of Work. (c) "Contact Information form" means the fist, set -forth in Exhibit A that contains the names and contact information (e.g. pager, email and telephone numbers) of Customer and the individuals authorized by Customer to make decisions regarding Customer's account. This form may be amended in writing from time to time by Customer. (d) "Internet Data Center(s)" or "IDC" means any of the facilities used by SBC to provide the Data Center Hosting Service(s). (e) Representatives" mean the individuals identified in writing on the Contact Information form attached hereto as Exhibit A and authorized by Customer to make decisions regarding Customer's account. ff) "SBC Acceptable Use Policy" for Data Center Hosting means the general terms and conditions goveming Customer s use of Services as set forth at www.SBCHOST.COM and described further in Section 6.2, hereby incorporated into this Agreement by reference including, but not limited to, online conduct, and the obligations of Customer and its Representatives in the Internet Data Centers. (g) "Service(s)" means the specific service(s), provided by SBC as described in the Statement(s) of Work and in any Addenda or Exhibit to this Agreement. (h) "Service Level Agreement" or "SLA" means the service level commitments in Exhibit B. (i) "Statement of Work" or "SOW means the detailed description(s) of the Services, the Customer Site Environment (referenced in Exhibit B) Customer Area, and any equipment that SBC may make available for Customer use at the IDC in the Customer Area. The initial SOW is set forth in Exhibit A to this Agreement. (j) "Megabyte" shall be abbreviated with "MB". (k) "Gigabyte shall be abbreviated with "GB". TERM 2.1 Term. The term of this Agreement and the initial Statement of Work will begin on he Commencement Date and continue for the period indicated on the initial Statement of Work ("Initial Term"). All subsequent Statements of Work and Addenda or Exhibits submitted by Customer and accepted by SBC in association with th's Agreement, shall have terrns that operate concurrently with the initial Statement of Work, and renew or terminate simultaneously with the initial Statements of Work, unless otherwise specifically stated in the relevant Statement of Work or Addendum. SBC E -SERVICES CONFIDENTIAL AND PROPRIETARY Page 2 • • • 2.2 Renewal Term(s). This Agreement and each Statement of Work will continue automatically for additional one (1) year terms ("Renewal Terms"), unless otherwise agreed to in writing by the Parties or terminated upon notice by either Party, at SBC's then -current rates and charges for such term. During each Renewal Term, Customer's Service will be subject to SBC's then -current Service Level Agreement FEES AND PAYMENT TERMS 3.1 Fees and Expenses. Customer will pay all fees due according to the prices and terms listed in the Statements of Work. The prices listed in the Statements of Work will remain in effect during the Initial Term. 3 2 Payment Terms. Customers initial invoice will generally include the non-recuning charges indicated in the Statement of Work and the monthly recurring charges for the first month of the term. Monthly recurring charges for all other months will be billed monthly in advance of the provision of Services. All other charges for Services received during a month will be billed at the end of the month in which the Services were provided. Payment for all fees is due upon receipt of each SBC invoice. All payments will be made in the United States in U.S. dollars. SBC reserves the right to modify any billing, including back billing to the extent permissible by applicable law, to reflect corrections or adjustments for billed services. 3.3 Late Payments. Any payment not received within thirty (30) days after the invoice date will accrue a service charge at a rate of one and one-half percent (1 Y2%) per month, or the highest rate allowed by applicable law, whichever is lower. If Customer is delinquent in its payments by more than sixty (60) or more days, SBC has the right to limit bandwidth access to 10 GBs of Transfer or 1MB per second at its discretion. If Customer is delinquent in its payments by more than ninety (90) consecutive days, or in excess of thirty (30) days more than three (3) times during the Initial Term, Customer vrill be given written notice and five (5) days to cure. If Customer fails to pay fees by the end of the cure period, SBC may suspend or terminate Service and SBC may, upon written notice to Customer, modify the payment terms to require advance payment or deposit before the provision of any or all Services, or require other assurances to secure Customer's payment obligations hereunder. 3.4 Taxes. All fees charged by SBC for Services are exclusive of all taxes. Customer will be responsible for, and will pay in full, all federal, state, and local, sales, use, excise, gross receipts, and similar taxes, and all fees now in force or enacted in the future that are imposed on or with respect to the products and/or Services provided under this Agreement or Statement of Work; including those taxes and fees imposed on SBC but excluding taxes based upon SBC's net income. Customer shall reimburse SBC for the amount of any such taxes or fees that SBC is required to pay or collect for Services. To the extent that Customer claims that a sale is eligible for the resale tax exemption, Customer shall fumish SBC with a proper resale exemption certificate as authorized or required by statute or regulation by the jurisdiction providing the tax exemption. No exemption will be allowed to Customer unless and until a valid certificate is provided. 4. CONFIDENTIAL INFORMATION; INTELLECTUAL PROPERTY OWNERSHIP; LICENSE GRANTS; TITLE 4.1 Confidential Information. (a) Nondisclosure of Confidential Information. Each Party acknowledges that it may have access to certain confidential information of the other party concerning the other Partys business, plans, customers, technology, and products, and other information held in confidence by the other Party ("Confidential Information") Confidential Information will include all information in tangible or intangible form that is marked or designated as confidential or that, under the circumstances of its disclosure, reasonably should be considered confidential. Confidential Information will also include, but not be limited to, SBC developed technology, Customer developed technology, and the terms and conditions of this Agreement. Each Party agrees that it wili not use in any way, for its own account or the account of any third party, except as expressly permitted by, or required to achieve the purposes of, this Agreement, nor disclose to any third party (except as required by law or to that Partys attorneys, accountants and other advisors as reasonably necessary), any of the other Party's Confidential Information, and will take reasonable precautions to protect the confidentiality of such Information, at least as stringent as it takes to protect its own Confidential Information. (b) Exceptions. Information vrill not be deemed Confidential Information hereunder if such information: (i) is known to the receiving Party prior to receipt from the disclosing Party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing Party; (11) becomes known (independently of disclosure by the disclosing Party) to the receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing Party; (iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the receiving Party; or (iv) is independently developed by the receiving Party. The receiving party may disclose Confidential Information pursuant to the requirements of a govemmental agency or by operation of law, provided that it gives the disclosing Party reasonable prior written notice to permit the disclosing Party to contest such disclosure. 4.2 Intellectual Property. (a) Ownership. Except for the rights expressly granted herein and the assignment expressly made in paragraph 4.3(a), this Agreement does not transfer from SBC to Customer any SBC developed technology, and SBC E -SERVICES CONFIDENTIAL AND PROPRIETARY Page 3 • • • all right, title and interest in and to such technology will remain solely with SBC. Except for the rights expressly granted herein, this Agreement does not transfer from Customer to SBC any Customer developed technology, and all right, title and interest in and to such technology will remain solely with Customer. Each Party each agrees that it will not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from the other Party's developed technology. (b) General Skills and Knowledge. Notwithstanding anything to the contrary in this Agreement, SBC will not be prohibited or enjoined at any time by Customer from utilizing any skills or knowledge of a general nature acquired during the course of providing the Services, including, without limitation, information publicly known or available or that could reasonably be acquired in similar work performed for another customer of SBC. 4.3 License Grants. (a) By SBC. SBC hereby grants to Customer a nonexclusive, non -transferable, royalty -free license, during the term of this Agreement, to use the SBC developed technology solely for purposes of using the Service(s). Customer shall have no right to use such technology for any purpose other than using the Service(s). Customer also agrees to comply with the terms and conditions applicable to the use of any Microsoft Software provided in connection with the Services, as such terms and conditions are listed on Exhibit D and as may be updated by Microsoft from time to time. (b) By Customer. Customer agrees that if, in the course of performing the Service(s), it is necessary for SBC to access Customer equipment and use Customer developed technology, SBC is hereby granted and shall have permission to access the Customer equipment and a nonexclusive, royalty free license, during the term of this Agreement, and to use such Customer equipment and developed technology solely for the purposes of delivering the Service(s) to Customer. SBC shall have no right to use the Customer equipment and developed technology for any purpose other than providing the Service(s) hereunder, unless perrnission to do so is otherwise obtained. (c) Technology Rights. To the extent that Customer or its employees or contractors participates with SBC in the creation or development of technology, Customer, on behalf of itself and its employees and contractors, hereby assigns to SBC all right, title and interest, including all intellectual property rights, in the technology. 4.4 Title. Except for Customer equipment owned and provided by Customer, SBC owns the hardware components provided by SBC and necessary for the delivery of this Service and hereby grants Customer the limited right to use that hardware for the term of this Agreement solely in accordance with the terms and conditions set forth herein. Nothing contained herein, nor any actions or inactions of SBC or Customer shall be construed to grant Customer any right, title, interest, or physical access to such hardware. 5 SBC REPRESENTATIONS AND WARRANTIES 5.1 Authority and Performance of SBC. SBC represents and warrants that (i) it has the legal right to enter into this Agreement and perform its obligations hereunder, and (1i) the performance of its obligations and delivery of the Services to Customer will not violate any applicable U.S. laws or regulations, including OSHA requirements. In the event of a breach of the warranties set forth in this paragraph, Customers sole remedy shall be termination pursuant to Section 9 of this Agreement. 5.2 Service Level Warranty. SBC agrees to meet the service levels set forth in the Service Level Agreement ("SLA") in Exhibit B. In the event SBC fails to adhere to the Service Levels set forth therein, Customer shall be entitled to receive, upon Customer's request in accordance with this Exhibit B, a Service Credit to Customer's account as described in Exhibit B. 5.3 Termination Option for Repeatedly Failing to Meet the Service Level Agreement. Customer may terminate this Agreement for cause and without penalty by notifying SBC in writing within five (5) days following the end of a calendar month in which SBC fails to meet its SLA, other than Network Availability, three (3) times. If SBC fails to meet its Network Availability SLA three (3) times within a six (6) month period, Customer may terminate this Agreement for cause and without penalty by notifying SBC, in writing, within five (5) days after the third missed SLA. Termination under this provision will be effective thirty (30) days after receipt of such notice by SBC. 5.4 Applying the SLA. The service level warranty set forth in this Agreement and Exhibit B shall only apply to the Service(s) provided by SBC under this Agreement and any Addenda hereto, does not apply to any other products or services received by Customer from any SBC company; or any Service(s) that expressly exclude this service level warranty. This Section states Customer's sole and exclusive remedy for any failure by SBC to provide Service(s). 5.5 No Other Warranty. Except for the express warranties set forth in this Section 5, the Services are provided on an as is basis, and Customer's use of the Services is at its own risk. SBC does not make, and hereby disclaims, any and all other express and/or implied warranties, including, but not limited to, warranties of merchantability, fitness for a particular purpose, and any warranties arising from a course of dealing, usage, or trade practice. SBC does not warrant that the Services will be uninterrupted, error -free, or completely secure. SBC E -SERVICES CONFIDENTIAL AND PROPRIETARY Page 4 • 5.6 Disclaimer of Actions Caused by and/or Under the Control of Third Parties. SBC does not and cannot control the flow of data to or from SBC's network and other portions of the Internet. Such flow depends in large part on the performance of Internet services provided or controlled by third parties. At times, actions or inactions of such third parties can impair or disrupt Customer's connections to the Internet (or portions thereof). Although SBC will use commercially reasonable efforts to take all actions it deems appropriate to remedy and avoid such events, SBC cannot guarantee that such events will not occur. Accordingly, SBC disclaims any and all liability resulting from or related to such events. 5.7 Disclaimer of Actions Caused by and/or Under the Control of Account Holder. SBC SHALL NOT BE RESPONSIBLE FOR ANY FAILURES, REPAIRS OR MODIFICATIONS NECESSITATED BY CUSTOMER ALTERATION OF ANY OF SBC'S OPERATING SYSTEM, INCLUDING ANY AND ALL OPERATIONAL ISSUES WHICH MAY ARISE AS A RESULT OF THE ADDITION OF SOFTWARE BY CUSTOMER. SBC SHALL NOT BE LIABLE FOR ANY DELAY P4 PROVIDING OR ANY FAILURE TO PROVIDE SERVICES IF SUCH DELAY IS CAUSED BY FORCES BEYOND THE REASONABLE CONTROL OF SBC. ALL. UTILITY PATCHES AND/OR UPGRADES TO OPERATING SYSTEMS ARE THE RESPONSIBILITY OF THE CUSTOMER DURING THE COURSE OF THIS AGREEMENT. SBC WILL NOT BE LIABLE FOR MALFUNCITONS OF CUSTOMER SUPPLIED SOFTWARE. 6. CUSTOMER OBLIGATIONS 6.1 Warranties of Customer. (a) General. Customer represents and warrants that (1) the performance of its obligations and use of the Services (by Customer, its customers and users) will not violate any applicable laws, regulations or cause a breach of any agreements with any third parties or unreasonably interfere with other SBC customers' use of SBC services (iff it will strictly comply with the SBC Acceptable Use Policy as updated by SBC from time to time; and (iii) all equipment, materials, software, hardware, and other tangible items used by Customer in conjunction with the Services provided herein will be used in compliance with all applicable manufacturer specifications. (b) Breach of Warranties. In the event of any breach of any of the foregoing warranties, in addition to any other remedies available at law or in equity, SBC will have the right, in its sole reasonable discretion, to immediately suspend or terminate any related Services if deemed necessary by SBC to prevent any harm to SBC and its business. SBC will provide notice and an opportunity to cure, if practicable, depending on the nature of the breach. Once cured SBC will promptly restore the Service(s). 6.2 Compliance with Law and SBC Acceptable Use Policy. Customer agrees that it will use the Service(s) only for lawful purposes and in accordance with this Agreement. SBC may change the SBC Acceptable Use Policy upon notice to Customer, which notice may be provided by posting such new SBC Acceptable Use Policy for Data Center Hosting at the SBC Web site www.sbchost.com and notifying Customer through electronic mail, at the address designated by Customer on the Customer Registration Form, that such change has been posted. The SBC Acceptable Use Policy and Terms and Conditions contain restrictions on Customer's and Customer's users' online conduct (including prohibitions against unsolicited commercial email) and may contain financial penalties for violations of such restrictions. Customer acknowledges that SBC exercises no control whatsoever over the content of the information passing through Customers site(s) and that it is the sole responsibility of Customer to ensure that the information it and its users transmit and receive complies with all applicable laws and regulations and the SBC Acceptable Use Policy. 6.3 Restrictions on Use of Services. Customer shall not, without the prior written consent of SBC (which may be withheld in its sole discretion), resell the Services to any third parties. 7. LIMITATIONS OF LIABILITY 7.1 Setvice Interruption. SBC will use its best efforts to maintain a full time Internet presence for the Customer. The Customer hereby acknowledges that the network may, at various time intervals, be down due, but not limited to, but not limited to, utility interruption, equipment failure, natural disaster, acts of God, or human error. In no event shall SBC be liable to the Customer for any damages resulting from or related to any failure or delay of SBC in providing access to the Internet under this Agreement. 7.2 CONSEQUENTIAL DAMAGES WAIVER. EXCEPT FOR A BREACH OF SECTION 4.1 ("CONFIDENTIAL INFORMATION") OF THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE OR RESPONSIBLE TO THE OTHER FOR ANY TYPE OF INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST REVENUE, LOST PROFITS, REPLACEMENT GOODS, LOSS OF TECHNOLOGY, RIGHTS OR SERVICES, LOSS OF DATA, OR INTERRUPTION OR LOSS OF USE OF SERVICE OR EQUIPMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER ARISING UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. 7.3 Basis of the Bargain; Failure of Essential Purpose. The parties acknowledge that SBC has set its prices and entered into this Agreement in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth herein, and that the same form an essential basis of the bargain between the Parties. The Parties agree that the limitations and exclusions of liability and disclaimers specified in this Agreement will survive and apply even if found to have failed of their essential purpose. 10 INDEMNIFICATION SBC E-SEIWICES CONFIDENTIAL AND PROPRIETARY Page 5 • • • 8.1 Indemnification. Each Party will indemnify, defend and hold the other harmless from and against any and all costs, liabilities, losses, and expenses (including, but not limited to, reasonable attomeysfees) (collectively, "Losses") resulting from any claim, suit, action, or proceeding (each, an "Action") brought by any third party against the other Party or its Affiliates alleging (i) the infringement or misappropriation of any intellectual property right relating to the delivery or use of the Service(s) (but excluding any infringement contributorily caused by the other party); or (ii) personal injury or damage to real or tangible personal property caused by the negligence or Wilful misconduct of such Party. Customer will indemnify, defend and hold SBC, its affiliates and customers harmless from and against any and all Losses resulting from or arising out of any Action brought against SBC, its affiliates or customers which is caused, directly, or indirectly, by Customer's breach of this Agreement, breach of any representation or warranty made in this Agreement, or failure to comply or otherwise observe the Acceptable Use Policy. 82 Notice. Each Party's indemnification obligations hereunder shall be subject to (1) receiving prompt written notice of the existence of any Action; (ii) being able to, at its option, control the defense of such Action; (iii) permitting the indemnified party to participate in the defense of any Action; and (iv) receiving full cooperation of the indemnified party in the defense thereof. 9. TERMINATION 9.1 Termination For Cause. Either Party may terminate this Agreement if: (i) the other Party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after the Effective Date of Notice (as defined in Section 10.10 below) of the same, except in the case of failure to pay fees, which must be cured within five (5) days after receipt of written notice from SBC; ) the other Party becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; or (iii) the other Party becomes the subject o an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing. 92 Suspension Pending Termination. In the event SBC reasonably determines, in its sole discretion, that the activities of Customer in connection with the Services provided under this Agreement pose an immediate risk of harm to SBC's business or other customers, SBC may immediately suspend Service and terminate in accordance with this paragraph 9. Any activities conducted in connection with this provision will be conducted solely for the SBC's benefit, and not for the benefit of Customer or any third party 9.3 Liability for Termination. Neither Party will be liable to the other for any termination or expiration of any Service or this Agreement in accordance with its terms. In the case of Customer's termination or cancellation without cause of the Agreement, or applicable Statement of work, prior to expiration of the applicable term, Customer shall be immediately liable to SBC for all rates and charges through the term, less SBC's reasonable avoided costs. 9.4 Effect of Termination. Unless otherwise stated in this Agreement, termination will be effective at the end of the thirtieth (30th) day after the date of written notice of termination. Upon the effective date of termination of this Agreement: (a) SBC will immediately cease providing the Service(s); (b) any and all payment obligations of Customer under this Agreement for Service(s) provided through the date of termination will immediately become due; (c) within thirty (30) days after such termination, each party will return all Confidential Information of the other Party in its possession (or destroy it, keeping only such copy as is needed for historical files) and will not make or retain any copies of such Confidential Information except as required to comply with any applicable legal or accounting record keeping requirement; and 9.5 Survival. The following provisions will survive any expiration or termination of the Agreement: Sections 3, 4.1, 4.2, 7, 8, 9 and 10. 10. MISCELLANEOUS PROVISIONS 10.1 Force Majeure. Except for the obligation to make payments, neither Party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including, but not fimited to, acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of the Internet (not resulting from the actions or inactions of SBC), provided that the delayed party: (a) gives the other Party prompt notice of such cause, and (b) uses its reasonable commercial efforts to promptly correct such failure or delay in performance. If SBC is unable to provide Service(s) for a period of thirty (30) consecutive days as a result of a continuing force majeure event, Customer may cancel the Service(s), but there shall be no liability on the part of SBC. 102 Audit Rights. SBC reserves the right to audit Customer's site, and the materials comprising the site, at any time. If the audit reveals any act or omission that, in SBC's sole opinion, constitutes a violation of any local, state, federal or foreign law or regulation, SBC may immediately shut down the site, and notify Customer of the action. Customer agrees that it waives any cause of action or claim it may have against SBC for such action. SRC E -SERVICES CONFIDENTIAL AND PROPRIETARY Page 6 • • • • 41i 10.3 Marketing. Customer agrees that during the term of this Agreement SBC may publicly refer to Customer, orally and in writing, as a Customer of SBC. Any other reference to Customer by SBC requires the written consent of Customer. 10.4 Government Regulations. Customer will not export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside the U.S. in connection with this Agreement without first complying with all export control laws and regulations which may be imposed by the U.S. Govemment and any country or organization of nations within whose jurisdiction Customer operates or does business. 10 5 No Third Party Beneficiaries. SBC and Customer agree that, except as otherwise expressly provided in this Agreement, there shall be no third party benefidaries to this Agreement, including but not limited to the insurance providers for either party or the customers of Customer. 10.6 Governing Law; Dispute Resolution. (a) Goveming Law. This Agreement is made under and will be govemed by and construed in accordance with the laws of the state in which the Services are rendered (except that body of law controlling conflicts of law) and specifically excluding from application to this Agreement the United Nations Convention on the International Sale of Goods. (b) Dispute Resolution; Escalation/Arbitration. The Parties will endeavor to settle amicably by mutual discussions any disputes, differences, or claims whatsoever related to this Agreement. If the Parties are unable to resolve any dispute, controversy, cause of action, or claim arising out of or relating to this Agreement, notice of such dispute and invocation of this escalation procedure ("Dispute Letter") shall be submitted in writing in accordance with this Agreement. The primary contact person for each Party shall then escalate the dispute to an individual at the level of vice-president or above for resolution and shall reply to the other Party, in writing ("Reply Letter"), within five (5) business days, with the name of and contact information for the individual who will negotiate the dispute. If the vice-presidents are unable to resolve the dispute within ten (10) business days of the date of the last Reply Letter, then the dispute, other than those disputes described in subparagraph (b) below , will be resolved by arbitration in accordance with the Commercial Arbitration Rules (and if Customer is a non -U.S. entity, the International Arbitration Rules) of the American Arbitration Association then obtaining, except with respect to discovery as stated in subparagraph (d) below. All disputes, to be considered under this provision, shall be brought to the other party's attention no later than one year after the claim has accrued. (c) Arbitration. There will be three (3) arbitrators ("Arbitration Panel"). SBC shall choose one arbitrator, and Customer shall choose one arbitrator within 30 business days of the date a dispute is submitted to the executive officers of each Party and no resolution is achieved The third arbitrator shall be chosen by the two arbitrators, which were selected by the parties, within twenty-five (25) days after the date the parties' individual arbitrators are chosen. The language of the arbitration shall be English. (d) Discovery. To the extent the arbitrators permit discovery, the following limitations shall be placed on discovery: (i) depositions shall be limited to three (3) depositions per side; (ii) interrogatories shall be limited o twenty-five (25) per side; and (iii) requests for production of documents will be limited to twenty-five (25) per side; (iv) where efficient and reasonable and based upon the proponent's statement of the facts and 'ssues in dispute, a threshold deposition of not more than eight (8) hours (not to be included in the limitation described above or imposed by the Arbitration Panel) or an initial disclosure may be obtained by a Party seeking relevant information for the purpose of identifying the persons most likely to have the most probative information bearing on the disputed facts and issues. If a Party elects a deposition under subparagraph (d) below, the opposing Party shall make every reasonable, good faith effort to produce the person most knowledgeable of the proponent's statement of facts and issues. (e) Punitive damages; Expenses. The arbitrators will not have the authority to award punitive damages to either Party. Each Party shall bear its own expenses, but the Parties will share equally the expenses of the Arbitration. (f) Award as Final; AppeaL The decision of the Arbitration Panel will be the sole and exclusive remedy between the parties regarding any and all claims and counterclaims with respect to the subject matter of the arbitrated dispute. The decision of the Arbitration Panel will not be appealable, will not be subject to collateral review by any Court, and will not be used by the parties in any proceeding or forum that is not subject to this Agreement with the only exception being that either party may appeal a final arbitration decision to a federal court with jurisdiction, or alternatively to any appropriate judicial authority, where there is a final decision in excess of $10 million and/or a decision that has a financial impact on the party's operations in excess of $10 million. (g) Matters Not Subject to Arbitration. The matters which, as referred to above, are not subject to the general rule set forth herein regarding the arbitration of disputes include those referred to in Section 4.1 of this Agreement, claims for preliminary injunctive relief, other pre -judgment remedies, and claims for Customer's failure to pay for Services in accordance with this Agreement, which may be brought in a state or federal court in the United States with jurisdiction over the subject matter and parties. SBC E -SERVICES CONFIDENTIAL AND PROPRIETARY Page 7 • • • 10.7 Severability; Waiver. In the event any provision of this Agreement is held by a tribunal of competent jurisdiction to be contrary to the law, the remaining provisions of this Agreement will remain in full force and effect. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party. 10.8 Assignment Customer may not assign its rights or delegate its duties under this Agreement either in whole or in part without the prior written consent of SBC, and any attempted assignment or delegation without such consent will be void. SBC may assign this Agreement in whole or part to an Affiliate. SBC also may delegate the performance of certain Services to third parties, including SBC's Affiliates. This Agreement will bind and inure to the benefit of each party's successors and permitted assigns. 10.9 Notice. Any notice or communication required or permitted to be given hereunder may be delivered by hand, deposited with an ovemight courier sent by email, confirmed facsimile, or mailed by registered or certified mail, return receipt requested, postage prepaid, in each case to the address of the receiving Party as listed on the Statement of Work or at such other address as may hereafter be furnished in writing by either party to theather party. Such notice will be deemed to have been given as of the date it is delivered, mailed, emailed, faxed or sent, whichever is earlier ("Effective Date of Notice"). 1010 Relationship of Parties. SBC and Customer are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between SBC and Customer. Neither SBC nor Customer will have the power to bind the other or incur obligations on the other's behalf without the others prior written consent, except as otherwise expressly provided herein. 1011 Entire Agreement; Counterparts; Originals. This Agreement, including all Exhibits, Addenda, and documents incorporated herein by reference, constitutes the complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous discussions, negotiations, understandings and agreements, written and oral, regarding such subject matter. Any additional or different terms in any purchase order or other response by Customer shall be deemed objected to by SBC without need of further notice of objection, and shall be of no effect nor in any way binding upon SBC. Once signed, any reproduction of this Agreement made by reliable means (e.g., photocopy, facsimile) is considered an original. Except with respect to the SBC Acceptable Use Policy, which SBC may change from time to time, this Agreement may be changed only by a written document signed by authorized representatives of SBC and Customer in accordance with this Section. For purposes of this Agreement, the term "written" means anything reduced to a tangible form by a party, including a printed or hand written document, e-mail or other electronic format. 10.12 Interpretation of Conflicting Terms. In the event of a conflict between or among the terms in this Agreement, the Statement of Work(s), the Acceptable Use Policy, and any other document made a part hereof, the documents shall control in the following order: the Acceptable Use Policy, the Statement of Work, this Agreement and other documents. Authorized representatives of Customer and SBC have read the foregoing and all documents incorporated therein and agree to and accept such terms. CUSTOMER SBC Signature: Print Name Dan Coody Title: Mayor Date: otiord Signature: Print Name: g 14.) tf•e..P A -Lb Title: ISE I Date: 03 2coC SBC E -SERVICES CONFIDENTIAL AND PROPRIETARY Page 8 Exhibill Dedicated Hosting Statement of Work (S. This Statement of Work ("SOW") is made to the SBC E -Services ("SBC") Managed Hosting Services Agreement between SBC and Customer (the "Agreement"), signed by Customer on 03/16/05. This Attachment is subject to and hereby incorporates by reference, the terms and conditions set forth in the Agreement. The terms contained herein shall be in addition to those set forth in the Agreement and to the extent possible, read consistently therewith. To the extent there is an irreconcilable conflict in terms and conditions between this SOW and the Agreement, the terms and conditions set forth herein shall govern. 0 New Customer Company Address Existing Customer (if so, indicate number of remaining months in contract): O. Sales Channel IN WITNESS WHEREOF, the parties hereto have executed this document. City of Fayet By: Printed Name Dan Coody Title: Mayor Date: cP.-405 SBC By: ?ft Printed Name Mas51 Title: SE Pker—+ uvas.a.s94--- Date: 3/ I G12_o o FOR SBC INTERNAL USE ONLY Customer Account Number Company Address Customer Service Order Number City, State Sales Channel Domain Name I. TERM 60 Months. II. CUSTOMER INFORMATION A. Company Information Company Name City of Fayetteville Company Address 113W Mountain City, State Fayetteville, AR Domain Name www.accessfayetteville.org 13 -Digit BTN B. Technical or Primary Contact (Required) Contact Name Lesa Brosch Title Business Sys. Analyst Street Address 113 W Mountain Phone 479-575-8214 Room / Suite Mobile 479-549-8052 City Fayetteville Pager State AR Fax ZIP Code 72701 Other Country USA Email Address Ibrosch@cilayetteville ar us Preferred Method Contact C. Secondary Contact (Optional) Contact Name Scott Huddleston Title Street Address 113 W Mountain Phone 479-575-8320 Room / Suite Mobile 479-263-8656 CONFIDENTIAL INFORMATION This SOW is for use by authorized employees of the parties hereto only and is not for general distribution within or outside their companies. Page 1 of 8 Exhibit_A_Dedicated Hosting SOW 10/11/2004 js6481 Exhigt: Dedicated Hosting Statement of Work (A) City Fayetteville Pager Business Sys. Analyst State AR Fax 479-575-8214 ZIP Code 72701 Other 479-549-8052 Country USA Email Address Ibrosch@ci.fayetteville.ar.us D. Billing Contact (Required) Contact Name Lesa Brosch Title Business Sys. Analyst Billing Address 113 W Mountain Phone 479-575-8214 Room / Suite 214-576-7224 Mobile 479-549-8052 City Fayetteville Pager 479-466-5176 State AR Fax Mick ZIP Code 72701 Other Rx900a@sbc.com Country USA Email Address Ibrosch@ci.fayetteville.ar.us III. SBC INFORMATION A. SBC Sales Contact (Sales Code required to process order) Name Position Phone Email Address Sales Code Brian Cottrell Out of Region (All other U.S. states) Hosting Inside Sales Specialist 214-576-7224 bc1859@txmail.sbc.com International Brad Shepard TSE 479-466-5176 11s7892@sbc.coin Mick Maggi ANI 479-571-6660 Rx900a@sbc.com B. SBC Region (Required) To select a region corresponding to where Customer is located, place an "X" next to the applicable region: X Southwest (MO, OK, KS, AR, TX) East (CT) West (CA, NV) Out of Region (All other U.S. states) Midwest (IL, IN, MI, 01-I, WI) International IV DEDICATED HOSTING ("DH") SERVICE PARAMETERS A. Startup Pack Dedicated Hosting SBC shall provide a managed hosted production environment for Customer that includes: • Managed network covering core Internet Data Center ( IDC") network and Internet Access from the server to the Internet. • Shared Firewall with predefined standard firewall rules as specified in the Dedicated Hosting Enhanced Services Attachment. • Preconfigured, standard build single server hardware with single power supply. • Standard operating system (OS") build (Microsoft Windows Server 2003 Standard Edition or Red Hat Linux Enterprise 3.0ES) with SBC required agents and no Tape Backup client software or services. • Limited to unauthenticated Service Provider License Agreement (SPLA) for Microsoft Windows. • Managed Monitoring Lite package as defined in the Dedicated Hosting Enhanced Services Attachment. • One IP address for the Customer's server. • 100 GB aggregate data transfer per month. • No hardware or software options available other than selection of OS. 2. SBC shall perform the following deployment activities in support of Customer's hosted environment: • Procurement, staging, configuration, setup, installation and turn -up of the system. • Standard OS build including current security patches available at time of install. • Provisioning of administrative logins for Customer access. • Notification of Customer primary technical contact of completion of server provisioning see Section VIII of this SOW for billing implications. CONFIDENTIAL INFORMATION SOW is for use by authorized employees of the parties hereto only and is not for general distribution within or outside their companies. _Dedicated_Hosting_SOW Page 2 of 8 10/11/2004 js6481 This Exhibit_A • ExhibiliDedicated Hosting Statement of Work (SOO • SBC will not install third -party applications except for those expressly defined by SBC for remote administration. 3. SBC will provide the following ongoing hosting and maintenance services: • System monitoring as specified in the Dedicated Hosting Enhanced Services Attachment and Section VI of this SOW. • Network monitoring — bandwidth utilization, transfer rate, and network availability including latency and packet -loss as set forth in SBC E -Services' Service Level Agreement. • Physical monitoring and management — temperature, humidity, fire, flood, moisture, power and site security. • Change management — tracking of all potential service impacting network, hardware, and system changes through the SBC ticketing system. • Hardware maintenance — responsible for notification, trouble isolation and resolution, including SBC - determined need for system repair or replacement. • Links to current OS patches, for elective installation by the Customer. B. Biz or Performance Pak Dedicated Hosting 1. SBC shall provide a managed hosted production environment for Customer that includes: • Managed network covering core IDC network and Internet Access from the server(s) to the Internet. • Dedicated Firewall with option for customizable firewall rules as specified in the Dedicated Hosting Enhanced Services Attachment and Section VI of this SOW; default firewall rules will be used if not otherwise specified. • Hardware for one or two servers with single power supply, selected from supported products list with option for multiple hard drives with RAID, depending on platform. • Standard OS build (Microsoft Windows Server 2003 Standard Edition, Red Hat Linux Enterprise 3.0 ES or Sun Solaris 9.0) with SBC required agents and Tape Backup client software. • A10 Tape Backup package with 10 GB streamed backup traffic included monthly, with option to upgrade to a larger A -Series Tape Backup package, as specified in Section VI of this SOW. • Limited to unauthenticated Service Provider License Agreement (SPLA) for Microsoft Windows • Managed Monitoring Lite package with option for Basic or Professional Managed Monitoring packages as specified in the Dedicated Hosting Enhanced Services Attachment and Section VI of this SOW. • The option to purchase Basic Website or Professional Website Metrics as defined in the Dedicated Hosting Enhanced Services Attachment and Section VI of this SOW. • One IP address with option for up to 26 additional IP addresses. • 100 GB aggregate data transfer per month with option for additional bandwidth up to 500 GB monthly. • Managed Dedicated Switch mandatory for two -server configurations. • No clustering or load balancing services and no external direct attached, network attached or SAN attached storage devices. 2 SBC shall perform the following deployment activities in support of Customer's hosted environment: • Procurement, staging, configuration, setup, installation and turn -up of the system. • Standard OS build including current security patches available at time of install. • Provisioning of administrative logins for Customer access. • Notification of Customer primary technical contact of completion of server provisioning; see Section VIII of this SOW for billing implications. • SBC will not install third -party applications except for those expressly defined by SBC for remote administration. 3 SBC will provide the following ongoing hosting and maintenance services: • System monitoring as specified in the Dedicated Hosting Enhanced Services Attachment and Section VI of this SOW. • Network monitoring — bandwidth utilization, transfer rate, and network availability including latency and packet -loss as set forth in SBC E -Services' Service Level Agreement. • Physical monitoring and management — temperature, humidity, fire, flood, moisture, power and site security. • Change management — tracking of all potential service impacting network, hardware, and system changes through the SBC ticketing system. • Hardware maintenance — responsible for notification, trouble isolation and resolution, including SBC - determined need for system repair or replacement. This CONFIDENTIAL INFORMATION SOW is for use by authorized employees of the parties hereto only and is not for general distribution within or outside their companies. _Dedicated_Hosting_SOW Page 3 of 8 Exhibit_A 10/11/2004 js6481 Exhilt Dedicated Hosting Statement of Work (S.) • Links to current OS patches, for elective installation by the Customer. • Tape Backup services as specified in the Dedicated Hosting Enhanced Services Attachment and Section VI of this SOW V. CUSTOMER ENVIRONMENT A. Customer Service Overview 1 Type of Dedicated Hosting Customer Environment To select an option, place an "X" in the appropriate box: 2 Managed Servers The following is a general description of the managed servers to be provided by SBC (see Paragraph B of this Section for detailed part numbers and itemized components): Server Description Server Option(s) Quantity Startup Pak DH customers are limited to a maximum of one (1) managed server. Biz and Performance Pak DH customers are limited to a maximum of two (2) servers. 3 IDC Internet Bandwidth 100 Startup Pak $5.00 Biz Pak (HP) Biz Pak (Sun) X Performance Pak (HP) per Performance Pak (Sun) 2 Managed Servers The following is a general description of the managed servers to be provided by SBC (see Paragraph B of this Section for detailed part numbers and itemized components): Server Description Server Option(s) Quantity Startup Pak DH customers are limited to a maximum of one (1) managed server. Biz and Performance Pak DH customers are limited to a maximum of two (2) servers. 3 IDC Internet Bandwidth 100 Monthly data transfer (Gb per month) $5.00 Monthly transfer overage rate ($ per Gb) Burstable bandwidth (951fl percentile data Burstable bandwidth overage rate ($ per transfer rate in Mb/s) $ Mb/s) B. Bill of Materials The following is the Bill of Materials ("BOM") for the Customer's managed hosting environment: (insert BOM here, including part number, item description and quantity] Quantity Part # Description 1 Perf Pack - HP ProLiant DL 380 G3 1 Single Xeon 3.06 GHz (default) 1 Red Hat Linux 3.0 - package 1 RAM:1 GB (default) 1 3x72 GB SCSI (default) 1 2-port7781 NIC 1 Monitoring Lite 1 A50 (Upgrade From A10) 1 Netscreen 5GT (Default) 1 1 Additonal IP Address 1 DALLAS — IDC Provisioning Customer — 101688 - Upgrading to new server, replacing DWH28 A. DNS Hosting Configuration Domain Name Host Name Alias Other CONFIDENTIAL INFORMATION This SOW is for use by authorized employees of the parties hereto only and is not for general distribution within or outside their companies. Page 4 of 8 Exhibit Afiedicated Hosting_SOW 10/11/2004 js6481 Exhibit Dedicated Hosting Statement of Work (SO) C. Domain Instructions Customer is responsible for registering the Customers domain(s). Instructions for SBC with respect to domain configuration are the following: D. Business Email Instructions IP Address Dedicated Firewall Package Domain Name NetScreen 5GT (Default Email Contact for Biz and Performance Paks) Additional Email Accounts NetScreen 25 Additional Email Storage Cisco_PIX 515R _ VI. ENHANCED SERVICES A. Firewall Services To select an option, enter the quantity ordered into the appropriate box: Shared Firewall (For Startup Pak Only) Refer to the Dedicated Hosting Enhanced Services Attachment for additional service details. Shared Firewall is available for Startup Pak DH customers only, and Dedicated Firewall is available for Biz and Performance Pak DH customers only. Dedicated Firewall Services requires completion of the Firewall Services Questionnaire. B. Managed Monitoring (Servers) To select an option, enter the quantity ordered into the appropriate box: 1 Dedicated Firewall Package 1 NetScreen 5GT (Default System detail report for Biz and Performance Paks) System CPU detail NetScreen 25 Cisco_PIX 515R _ Refer to the Dedicated Hosting Enhanced Services Attachment for additional service details. Shared Firewall is available for Startup Pak DH customers only, and Dedicated Firewall is available for Biz and Performance Pak DH customers only. Dedicated Firewall Services requires completion of the Firewall Services Questionnaire. B. Managed Monitoring (Servers) To select an option, enter the quantity ordered into the appropriate box: 1 Lite Monitoring report Basic Monitoring System detail report Professional Monitoring • • For Professional Monitoring, select up to three (3) additional detailed report sets from the following six (6) options by placing an "X" in the appropriate box: Refer to the Dedicated Hosting Enhanced Services Attachment or additional service details. Lite Monitoring is included as the base monitoring level for all DH customers Biz or Performance Pak DH customers may upgrade to one of the other Managed Monitoring packages. Startup Pak DH customers are restricted to Lite Monitoring only. CONFIDENTIAL INFORMAnoN This SOW is for use by authorized employees of the patties hereto only and is not for general disttibution within or outside their companies. Exhibit A_Dedicated Hosting SOW Page 5 of 8 10/11/2004 js6481 System interface detail report System detail report System CPU detail report System disk detail report System disk partition report Process set detail report Refer to the Dedicated Hosting Enhanced Services Attachment or additional service details. Lite Monitoring is included as the base monitoring level for all DH customers Biz or Performance Pak DH customers may upgrade to one of the other Managed Monitoring packages. Startup Pak DH customers are restricted to Lite Monitoring only. CONFIDENTIAL INFORMAnoN This SOW is for use by authorized employees of the patties hereto only and is not for general disttibution within or outside their companies. Exhibit A_Dedicated Hosting SOW Page 5 of 8 10/11/2004 js6481 Exhibit Dedicated Hosting Statement of Work (SOO C. Tape Backup Services To select an option, enter the quantity ordered into the appropriate box: 1 A10 1 A50 Per GB fee for monthly streamed backup traffic overages A100 Basic Website Metrics A250 A500 A1000 1 Total number of servers to be provisioned for Tape Backup Services No. of Domains $5 Per GB fee for monthly streamed backup traffic overages i Refer to the Dedicated Hosting Enhanced Services Attachment for additional service details. Tape Backup Services are available for Biz or Performance Pak DH only; Startup Pak DH customers are not eligible. Biz or Performance Pak DH packages include A10 Tape Backup by default. Tape Backup Services requires completion of a Tape Backup Questionnaire. D. Website Metrics Services To select an option, enter the quantity ordered into the appropriate box: Package No. of Servers No. of Domains No. of Filters No. of Profiles 300 GB per month Basic Website Metrics 500 GB per month Professional Website Metrics Refer to the Dedicated Hosting Enhanced Services Attachment for additiona service details. Website Metrics Services are available for Biz or Performance Pak DH only; Startup Pak DH customers are not eligible Biz or Performance Pak DH packages include Basic Website Metrics by default. Website Metrics Services requires completion of a Website Metrics Questionnaire. E. Monthly Bandwidth Transfer Rate (option only for Biz and Performance Paks) To select an option, place an X into the appropriate box; X 100 GB per month (Default, bundled with Package Price) 200 GB per month 300 GB per month 500 GB per month VII. RESPONSIBILITIES A. Customer Responsibilities Customer responsibilities include the following: • Customer shall provide/develop, install, configure, manage, and maintain/support all content and software necessary for their application services, to include Web servers, FTP servers and remote management clients. • Customer is responsible for any malfunction, delays, downtime, or other negative impacts to Service caused by Customer software or applications. • Customer is responsible for performing their own operating system patch management, anti-virus, anti -spam and server security management, including Virtual Hands charges for system rebuilds resulting from operating system or software related attacks, except for specific SBC -provided services identified in the Operating System Management Attachment B. SBC Responsibilities SBC responsibilities include the following: CONFIDENTIAL INFORMATION This SOW is for use by authorized employees of the parties hereto only and is not for general distribution within or outside their companies. Exhibit A_Dedicated Hosting SOW Page 6 of 8 10/11/2004 js6481 Exhibit" Dedicated Hosting Statement of Work (SC. • Provide 24x7 Customer care and support. • Vendor coordination for all hardware and software under its responsibility. • Staff the SBC IDC with trained engineers who are capable of providing professional installation for Customer network and server hardware. • Provide as much notice as is reasonably practicable prior to commencing any emergency and/or mandatory maintenance of the Customer environment. • Monitoring availability of all SBC managed systems utilizing the SBC E -Services services network. • SBC is not responsible for any downtime related to application malfunction, development mishaps content from customer, software exploits in customer's application, or non -SBC managed networks. • SBC will utilize change management procedures that are consistent with industry standards to apply scheduled and emergency patches to the customer environment. In the event that customer opts to veto a patch that SBC recommends for implementations in the production environment in order to address critical operations or security -related issues, SBC cannot to be held responsible for any services level metrics or security comprises that arises out of the vetoed omission of this patch. VIII. BILLING TERMS A. Setup Fees and Recurring Charges The following is a summary for non-recurring charges and monthly recurring charges for all Services ordered, as reflected in this SOW: Non -Recurring Charge (NRC) $ 0.00 Monthly Recurring Charge (MRC) $ 1,175 — 60 month agreement Note that this pricing reflects the configuration and features selected by Customer as of the date of this SOW. Any additions to the variables, options or Service elements that may be requested at a future date may affect these fees. B. Overage Fees and Charges 1. Bandwidth: Customers who have transfer rate bandwidth, overage charges include, but are not limited to, data Transfer Above Limit according to the entitlements and rates set forth in Section V of this SOW. Customers who have burstable bandwidth will be billed for additional bandwidth usage at the Variable Bursting Rate based on the 95th percentile measurement and billing policy, according to the entitlements and rates set forth in Section V of this SOW. SBC will take a sample of the customer's Internet traffic every five minutes for the duration of the month. SBC will discard the top 5% of the customer samples and bill the customer at the 95th percentile The variable burstable bandwidth portion will be billed in arrears. 2. Enhanced Services: Usage -based overage charges apply for the following Enhanced Services; see the Dedicated Hosting Enhanced Services Attachment for additional details: • Firewall Services — labor hours for rule changes beyond the initial included three (3) per month, billed as Premium Virtual Hands. • Tape Backup Services — monthly streamed backup traffic in excess of included allotment (per GB), labor hours for restores in excess of included allotment, and number of tape copies requested per month. • Website Metrics Services — ad hoc reports requested by Customer, billed as Premium Virtual Hands. C. Service Commencement Date The Service Commencement Date for this SOW will be the date on which Services provided by SBC under this SOW are made available to the Customer, as defined by the date on which SBC provides notification to Customer that provisioning of the Customer's hosting environment has been completed. The contract term and billing will begin on the Service Commencement Date. Without incurring any obligation or liability for SBC, the following is the targeted Service Commencement Date: Targeted Service Commencement Date D. Contract Renewals Contract renewal for managed hardware, software or operating systems (OS) cannot take place for components that have been identified by the vendor as "end -of -life". Customer migration to current and supported components may be required at SBC's discretion, prior to contract renewal. E. Statement of Work Changes This SOW shall be treated as a comprehensive, self-contained document containing a description of the full scope of Managed Hosting services to be provided by SBC. Any modifications to services identified in this SOW or additions CONFIDENTIAL INFORMATION This SOW is for use by authorized employees of the parties hereto only and is not for general distribution within or outside their companies. Exhibit A_Dedicated Hosting_SOW Page 7 of 8 10/11/2004 js6481 • • 1 Exhibit B SBC Service Level Agreements (SLAs) SBC PremierSERVen Hosting solutions provide a vault -like facility with abundant reliable bandwidth provided through a Cisco powered network and always -on power where Customers can house their mission -critical servers and databases. The SBC Internet Data Centers (IDCs) are staffed 24 X 7 X 365 by highly trained and certified engineers that monitor all security network, and power systems to ensure maximum uptime. Customers get a solution that is optimized for their business needs. This document provides information regarding SBC E-Servicescomprehensive service level commitments. Definitions For purposes of this Agreement, the following definitions shall apply: (1) "Ambient Room Temperature" shall mean the temperature as measured by ambient room probes mounted on the columns and walls of the IDC. (ii) "Core IDC Network - shall mean the network from the customer -facing port at SBC E -Services' serving switch to the outbound port of the Internet edge routers (Ded routers) that connects to the SBC Internet Bandwidth. The SLA will cover all links in between. Redundant ports will have diverse paths and terminate on separate switches. "SBC Internet Backbone" — shall mean the physical SBC Internet Backbone MegaPOPs that serve as key traffic aggregation points on the SBC Internet Backbone network. MegaPOPs connect to other ISPs' and Content Providers' networks, interconnect to other SBC MegaPOPs via SBC Internet Backbone, and interconnect to SBC MiniPOPs. MegaPOPs located in states where SBC E -Services' affiliates are not authorized to provide InterLATA service are excluded from the SLA measurements. (iii) "Customer Site Environment" - shall mean the platform from which Customer operates its applications within the Internet Data Center. (iv) -Downtime"- shall mean failure to meet the standards set forth below with respect to latency, packet loss, core network, and power availability. (v) "Latency" shall mean the average response time in milliseconds for a response path. At each polling interval, the response agent sends packets from the source to the destination. The average response is the total response time for all packets that returned successfully divided by the number of packets that returned successfully. (vi) "Network Availability" shall mean the measurement of the ability of a source to obtain a response from a destination. A service is unavailable when the failed attempts (Packet L ss) rate during a polling interval is 100%. (vii) "Packet Loss shall mean a single packet of data that does not reach the router at the POP(s) designated by SBC E -Services from the IDC, but shall not include intenfionally dropped packets due to Customer sending data faster than the Internet bandwidth that it has purchased. Network packet delivery guarantees ensure that data transmissions between recipient and SBC E -Services are sound and reliable. (viii) "Power Availability" shall mean Electrical Power to outbound port on Customer serving power plugs in the Customer areas within the IDC. The Power Availability SLA only applies to Customers utilizing both the primary and redundant power plugs for each device located in the Customer areas of the IDC. Service Levels The following SLAs apply to all SBC PremierSERV Hosting Customers in the SBC IDCs. • Response Time - SBC will respond to any service impacting issue within 15 minutes for Dedicated and Data Center Hosting Customers, and within 5 minutes for Advanced Hosting Customers. • Power Availability - Power at the Data Center will be at 100% availability. • HVAC Availability - Ambient Room Temperature will not exceed 75 Degrees F in the server area. Relative humidity in the IDC will not exceed 55% in the server area. The following SLAs apply to SBC PremierSERV Hosting Customers that have purchased bandwidth with a redundant port from SBC E -Services: • Network Availability - The Core IDC Network and SBC Internet Backbone will have a combined availability of 99.97%. The combined network availability SLA metric is the average of the Core IDC Network • Availability and the SBC Internet Backbone Network Availability. Network Availability for the SBC Internet Backbone is based upon the monthly average between SBC -selected MegaPOP endpoints on the SBC Internet Backbone. • Aggregate Network Latency - will not exceed Core IDC network latency of 30 milliseconds plus SBC Internet Backbone network latency of 50 milliseconds or a total of 80 milliseconds. Latency will be measured by averaging samples taken during a calendar month. SBC E -SERVICES CONFIDENTIAL AND PROPRIETARY Page 9 • • • • • Packet Loss—During any calendar month, packet loss on the SBC Internet Backbone will not exceed 0.3% based upon monthly average. SBC E-Servicespacket loss warranty is averaged between SBC -selected MegaPOP endpoints within the SBC Internet Backbone. The following SLA shall apply to SBC Dedicated and Advanced Hosting Customers only: • Site Availability – Excluding exceptions, Customer's Site Environment will be available 99.9% of the time each month for SBC Dedicated Hosting and 99.99% of the time each month for SBC Advanced Hosting. Exceptions Although scheduled maintenance is not expected to impact the network, power or other service levels, the Service Level Agreement is not effective during scheduled maintenance periods, in conditions of Force Majeure, or for Customer enabled faults. Customer is responsible for all content and applications that reside on the server therefore, any downtime or failure to meet an SLA that is directly or indirectly caused by content, applications, Customer Equipment, Customer or third party actions or inaction, or third party equipment not within the sole control of SBC E -Services will not be covered by these SLAs Core Component Failure Within 15 minutes of core IDC component failure (5 minutes for Advanced Hosting Customers), Customers will be notified via bulk email or public web site regarding any potential downtime. Core component failure is defined as a failure of any component of the IDC that has the potential of effecting more than one customer. Individual Customer Failure For individual Customer failure, Customer will be notified via fax, pager, email, or phone within 15 minutes of failure (5 minutes for Advanced Hosting Customers). Individual customer failure is defined as a failure of any component of the IDC that will only affect an individual Customer (cabling, port, etc). This will include any failure resulting in inability of IDC operations to "test" customer server via a ping watch (including reasons outside of IDC control, i.e. Customer server failure, etc). Service Credits Service Credits for missed SLAs, except Network Availability, shall be an amount equal to the pro -rata recurring charge for one day of Service. A Service Credit schedule is attached hereto as Attachment A for the Network Availability SLA. Customer will be eligible to receive from SBC a Service Credit for each Downtime period, with a maximum aggregate Service Credit of one -month's billing charges for all Downtime incidents that occur during such month. In order to receive a Service Credit, Customer must notify SBC within thirty (30) calendar days from the time Customer becomes eligible to receive a Service Credit. Failure to comply with this requirement will forfeit Customer's right to receive a Service Credit. Time related to Service Credit requests will be measured from the issuance of a trouble ticket to trouble resolution. Trouble tickets will be issued upon Customer's call to the IDC to report Downtime. SBC E -SERVICES CONFIDENTIAL AND PROPRIETARY Page 10 • • • • • Attachment A to Exhibit 13 to SBC E -Services Service Level Agreements Network Availability Service Credit Matrix From To Credit Days 97.79% 99.96% 99.90% 1 99.89% 99.85% 1.5 99.84% 99.80% 2 99.79% 99.75% 2.5 99.74% 99.70% 3 99.69% 99.65% 3.5 99.64% 99.60% 4 99.59% 99.55% 4.5 99.54% 99.50% 5 99.49% 99.45% 5.5 99.44% 99.40% 6 99.39% 99.35% 6.5 99.34% 99.30% 7 99.29% 99.25% 7.5 99.24% 99.20% 8 99.19% 99.15% 30 8.5 99.14% 99.10% 9 99.09% 99.05% 9.5 99.04% 99.00% 10 98.99% 98.95% 10.5 98.94% 98.90% 11 98.89% 98.85% 11.5 98.84% 98.80% 12 98.79% 98.75% 12.5 98.74% 98.70% 13 98.69% 98.65% 13.5 98.64% 98.60% 14 98.59% 98.55% 14.5 98.54% 98.50% 15 98.49% 98.45% 15.5 98.44% 98.40% 16 98.39% 98.35% 16.5 98.34% 98.30% 17 98.29% 98.25% 17.5 98.24% 98.20% 18 98.19% 98.15% 18.5 98.14% 98.10% 19 98.09% 98.05% 19.5 98.04% 98.00% 20 97.99% 97.95% 20.5 97.94% 97.90% 21 97.89% 97.85% 21.5 97.84% 97.80% 22 SRC E -SERVICES CONFIDENTIAL AND PROPRIETARY From To Credit Days 97.79% 97.75% 22.5 97.74% 97.70% 23 97.69% 97.65% 23.5 97.64% 97.60% 24 97.59% 97.55% 24.5 97.54% 97.50% 25 97.49% 97.45% 25.5 97.44% 97.40% 26 97.39% 97.35% 26.5 97.34% 97.30% 27 97.29% 97.25% 27.5 97.24% 97.20% 28 97.19% 97.15% 28.5 97.14% 97.10% 29 97.09% 97.05% 29.5 97.04% 97.00% 30 Page 11 • • • Exhibit C IP Address Management Guidelines (Only needed if additional IP addresses are being issued) As a responsible member of the INTERNET community, SBC must abide by the policies set forth by ICANN and ARIN in regard to address allocation to Customers. The address space that is currently unassigned in IPv4 space (32-bit addressing) is becoming constricted, and measures to ensure the future viability of the Internet may cause conflicts with Customer network planning unless responsible and efficient usage of subnet space is agreed upon between providers and their customer base. In cooperation with our customers, SBC must plan to make the most efficient use of allocated network space so that we can continue to route traffic and obtain new network address space when requested. SBC encourages and supports our customers in the growth of their networks, and we will assign addresses to customers who genuinely require the address space for their networks. However, we must examine all requests for address space with care to validate the use of the IP numbers that are allocated. Background ARIN allocates blocks of IP addresses to Internet Service Providers (ISPs) for the purpose of reassigning that space to their customers. ARIN takes guidance from allocation policies and procedures set forth in RFC 2050. ISPs are required to use a utilization efficiency criterion in providing address space to their customers. To this end, ISPs should have documented justification available for each allocation. ARIN may request this justification at any time. If the justification is not provided, this may impact future receipt of allocations. In extreme cases, existing allocations may be affected. Because the number of available IP addresses on the Internet is limited, many factors must be considered in the determination of address space assignment. Utilization rate of address space will be a key factor, but not the only factor, in network number assignment. Responsibility and Authority The assignment and management of IP addresses is the responsibility of SBC E -Services. SBC E -Services will be charged with obtaining addresses (referred to as blocks) from the organization(s) who dispense them to backbone service providers. The goveming organization is the American Registry for Internet Numbers (ARIN) in North and South America. The Sales and Sales Engineering Departments will be responsible for providing address justification as part of a customers order. Once the order is turned over to the provisioning group, provisioning will work with the customer's technical representative on an ongoing basis to that the IP addresses fulfill their business requirements. SBC E -Services will conduct audits of all address blocks, including subnets provided to customers, to ensure efficient usage of assigned addresses. This auditing will be conducted frequently to ensure effective usage of currently assigned blocks and the availability of new blocks. The auditing will be conducted through a variety of methods including, but not limited to, ping sweeps, reverse DNS lookups, and periodic reviews of customer IP justification forms. The detailed results of these audits will be made available upon request to the Sales Department, in case specific account management is required to maintain a healthy customer relationship. Conclusion SBC E -Services will provide the customer with as many addresses as needed to operate on the Internet. The customer is expected to utilize these addresses effectively and not simply based on convenience. .All requests for a change in a customers IP allocation should be called in to 888 -Web -Host to discuss the necessary documentation. SBC E -SERVICES CONFIDENTIAL AND PROPRIETARY Page 12 1 1 1 • • • • • Number of IP Addresses Requested (to select an option, place an "X" next to the desired offering) # of IP Addresses Up to 2(2 maximum) Up to 16(16 maximum) Up to 32(32 maximum) Up to 64(64 maximum) Up to 128(128 maximum) Up to 256(256 maximum) IP address approvals are at SBC Communications discretion based on our ability to determine your immediate or future need. SBC reserves the right to refuse IP address requests. Evaluation Criteria Questionnaire While SBC has offered multiple IP addresses with their Dedicated Hosting packages, the implementation of IP addresses is limited by ARIN's new policies for IP Address justification. These new policies state that use of IP addresses for IP based virtual hosts will not be accepted as justification for new IP addresses. What this means to you is that you MUST use name -based hosting where possible. Below please find additional guidelines in ARIN justification requests: 1) Do you have client machines that do not need a fixed IP address'? Consideration should be given towards employing name -based instead of IP -based virtual domain hosting. This will allow you to host an unlimited number of domains (subject to the limits of your web server software/hardware) per web server without needing a separate IP address per domain. I Do you have client machines that do not need a fixed IP address? 1 ffes/Not 2) Are you employing the web hosting services for primary or secondary DNS? If so, DNS servers meet ARIN justifications for hard -coded IP address implementation. IAre you employing the webhosting services for primary or secondary DNS? 1 Dies/Nol 3) Are you installing SSL certificates for secure transactions? f so, SSL cert providers require a hard -coded IP address Therefore this falls into adequate ARIN ustification. IAre you installing SSL certificates for secure transactions? Ies/Illo 4) Are you employing Mail or Database services on your dedicated Web hosting server? If you are you are employing a separate, dedicated mail or database server, this would fall within ARIN guidelines for a dedicated IP address. IAre you employing Mail or Database services on your dedicated Web hosting server? I fees/No IP Justification Form Initial SBC E -SERVICES CONFIDENTIAL AND PROPRIETARY Page 13 • Exhibit D Terms and Conditions Regarding Use of Microsoft Software This document concerns your use of Microsoft software, which includes computer software provided to you by SBC E -Services, Inc. as described below, and may include associated media, printed materials, and "online" or electronic documentation (individually and collectively "SOFTWARE PRODUCTS"). SBC E - Services, Inc. does not own the SOFTWARE PRODUCTS and the use thereof is subject to certain rights and limitations of which SBC E -Services, Inc. needs to inform you. Your right to use the SOFTWARE PRODUCTS is subject to your agreement with SBC E -Services, Inc., and to your understanding of, compliance with and consent to the following terms and conditions, which SBC E -Services, Inc. does not have authority to vary, alter or amend 1. DEFINITIONS. "Client Software" means software that allows a Device to access or utilize the services or functionality provided by the Server Software. "Device" means each of a computer, workstation, terminal, handheld PC, pager, telephone, personal digital assistant, "smart phone," or other electronic device. "Server Software" means software that provides services or functionality on a computer acting as a server. "Redistribution Software" means the software described in Paragraph 4 ("Use of Redistribution Software") below. 2. OWNERSHIP OF SOFTWARE PRODUCTS. The SOFTWARE PRODUCTS are licensed to SBC E -Services, Inc. from an affiliate of the Microsoft Corporation ("Microsoft"). All title and intellectual property rights in and to the SOFTWARE PRODUCTS (and the constituent elements thereof, including but not limited to any images, photographs, animations, video, audio, music, text and "applets" incorporated into the SOFTWARE PRODUCTS) are owned by Microsoft or its suppliers. The SOFTWARE PRODUCTS are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Your possession, access, or use of the SOFTWARE PRODUCTS does not • transfer any ownership of the SOFTWARE PRODUCTS or any intellectual property rights to you. 3. USE OF CLIENT SOFTWARE. You may use the Client Software installed on your Devices by SBC E -Services, Inc. only in accordance with the instructions, and only in connection with the services, provided to you by SBC E -Services, Inc.. 4. USE OF REDISTRIBUTION SOFTWARE. In connection with the services provided to you by SBC E -Services, Inc., you may have access to certain "sample," "redistributable" and/or software development ("SDK") software code and tools (individually and collectively "Redistribution Software"). YOU MAY NOT USE, MODIFY, COPY, AND/OR DISTRIBUTE ANY REDISTRIBUTION SOFTWARE UNLESS YOU EXPRESSLY AGREE TO AND COMPLY WITH CERTAIN ADDITIONAL TERMS CONTAINED IN THE SERVICES PROVIDER USE RIGHTS ("SPUR") APPLICABLE TO SBC E - Services, Inc., WHICH TERMS MUST BE PROVIDED TO YOU BY SBC E -Services, Inc.. Microsoft does not permit you to use any Redistribution Software unless you expressly agree to and comply with such additional terms, as provided to you by SBC E -Services, Inc.. 5. COPIES. You may not make any copies of the SOFTWARE PRODUCTS; provided, however, that you may (a) make one (1) copy of Client Software on your Device as expressly authorized by SBC E -Services, Inc.; and (b) you may make copies of certain Redistribution Software in accordance with Paragraph 4 (Use of Redistribution Software). You must erase or destroy all such Client Software and/or Redistribution Software upon termination or cancellation of your agreement with SBC E -Services, Inc., upon notice from SBC E -Services, Inc. or upon transfer of your Device to another person or entity, whichever first occurs. You may not copy any printed materials accompanying the SOFTWARE PRODUCTS. 6. LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION AND DISASSEMBLY. You may not reverse engineer, decompile, or disassemble the SOFTWARE PRODUCTS, except and only to the extent that applicable law, notwithstanding this limitation expressly permits such activity. 7. NO RENTAL. You may not rent, lease, lend, pledge, or directly or indirectly transfer or distribute the SOFTWARE PRODUCTS to any third party, and you may not permit any third party to have access to and/or use the functionality of the SOFTWARE PRODUCTS. 8. TERMINATION. Without prejudice to any other rights, SBC E -Services, Inc. may terminate your rights to use the SOFTWARE PRODUCTS if you fail to comply with these terms and conditions. In the event of termination or • cancellation, you must stop using and/or accessing the SOFTWARE PRODUCTS, and destroy all copies of the SOFTWARE PRODUCTS and all of its component parts. SBC E -SERVICES CONFIDENTIAL AND PROPRIETARY Page 14 Ll • 9. NO WARRANTIES, LIABILITIES OR REMEDIES BY MICROSOFT. ANY WARRANTIES, LIABILITY FOR DAMAGES AND REMEDIES, IF ANY, ARE PROVIDED SOLELY BY SBC E -Services, Inc. AND NOT BY MICROSOFT OR ITS AFFILIATES OR SUBSIDIARIES. • 10. PRODUCT SUPPORT. Any product support for the SOFTWARE PRODUCTS is provided to you by SBC E -Services, Inc. and is not provided by Microsoft or its affiliates or subsidiaries. 11. NOT FAULT TOLERANT. THE SOFTWARE PRODUCTS MAY CONTAIN TECHNOLOGY THAT IS NOT FAULT TOLERANT AND IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN ENVIRONMENTS OR APPLICATIONS IN WHICH THE FAILURE OF THE SOFTWARE PRODUCTS COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL, PROPERTY OR ENVIRONMENTAL DAMAGE. 12. EXPORT RESTRICTIONS. The SOFTWARE PRODUCTS are of U.S. origin for purposes of U.S. export control laws. You agree to comply with all applicable international and national laws that apply to the SOFTWARE PRODUCTS. including the U.S. Export Administration Regulations, as well as end -user, end -use and destination restrictions issued by U.S. and other governments. For additional information, see http://www.microsoft.com/exl)orting/. 13. LIABILITY FOR BREACH. In addition to any liability you may have to SBC E -Services, Inc., you agree that you will also be legally responsible directly to Microsoft for any breach of these terms and conditions. SBC E -SERVICES CONFIDENTIAL AND PROPRIETARY Page 15 Deed Hosting Enhanced Services AttachmeAe This Attachment ("Attachment") is made to the SBC E -Services ("SBC') Managed Hosting Services between SBC and • Customer (the "Agreement"), signed by Customer on 01/18/05. This Attachment is subject to and hereby incorporates by reference, the terms and conditions set forth in the Agreement. The terms contained herein shall be in addition to those set forth in the Agreement and to the extent possible, read consistently therewith. To the extent there is an irreconcilable conflict in terms and conditions between this Attachment and the Agreement, the terms and conditions set forth herein shall govern. I. TERM This Attachment shall be co -terminus with the Agreement. II. SCOPE This Attachment describes the standard service packages, service parameters and service level warranties for Enhanced Services that are available for Dedicated Hosting. The specific types and quantities of Enhanced Services that Customer has ordered shall be detailed in the Advanced Hosting Statement of Work ("SOW") and shall be for the equipment and/or systems set forth in the SOW. "Enhanced Services" shall mean additional managed, operational, professional and/or infrastructure services provided by SBC to augment or supplement Customer's environment hosted in an SBC Internet Data Center ("IDC"). Enhanced Services governed by this Attachment shall be further defined as follows: A. "Firewall Services" shall mean installation and provisioning of firewall hardware and/or software intended to limit unauthorized access to Customer servers, applications and/or data, as well as the optional administration, monitoring and technical assistance associated with the firewall hardware and/or software. B. "Managed Monitoring" shall mean the monitoring, alarming, notification and reporting of statistics such as usage, availability, performance and errors that are pertinent to the system, software or application being monitored. C. "Tape Backup Services" shall mean copying of data files from one or more Customer servers, recording to magnetic tape media, and providing restoral of data file(s) from backup copies in the event of source data corruption, deletion or system failure. D. "Website Metrics Services" shall mean the collection of statistics and generation of reports on website metrics provided in an authenticated customer portal. E. "Premium Virtual Hands Charges" shall mean the number of labor hours incurred multiplied by the hourly rate for Premium Virtual Hands services established in the SOW, or $250 per hour if not specified. Premium Virtual Hands services are tracked and billed in 15 -minute increments. F. "Normal Business Hours" shall mean 8:00am to 5:00pm local time for the IDC, Monday through Friday, excluding • SBC holidays. Any change to the equipment and/or systems listed in the SOW shall be made in writing and agreed to by SBC. The Enhanced Services provided hereunder are provided based upon representations by Customer regarding the configurations and software associated with the equipment and/or systems set forth in the SOW. SBC shall not be responsible for any failure or inability to provision these services arising out of a change in or misrepresentation regarding the software and/or configurations after the initial testing and acceptance of the equipment and/or systems by SBC unless otherwise agreed to by SBC in writing. Ill. SERVICE PACKAGES The Enhanced Services package(s), options, entitlements and applicable equipment and/or systems that the Customer has ordered shall be detailed in the SOW. The following provides a summary of the available Enhanced Services packages: A. Firewall Services 1. Dedicated Firewall: a. SBC shall install and provision the firewall hardware and software specified in the SOW and initiate the Firewall Service. b. SBC shall provide telephone -based technical assistance, including providing technical information and assistance in diagnosing and resolving firewall-related problems, as well as access to any free software updates, patches or bug -fixes that may be released by equipment manufacturers. Customer user authentication is required and will take place when trouble ticket is opened. c. In case of a firewall hardware or software failure, SBC shall provide engineering support for Customer. If Customer is providing its own approved firewall hardware, Customer is responsible for providing maintenance on such hardware. d. Firewall(s) is (are) to be SNMP managed or made accessible via Telnet for remote diagnostics and troubleshooting. SBC requires that a secure shell (SSH) access be configured should it become necessary to remotely access the network for troubleshooting. 2. Shared Firewall: a. SBC shall assign a port to Customer on the shared Firewall ?ernres oiarorm. Nnich will be provisioned such that multiple customers are protected utilizing Firewall Services. CONFIDENTIAL INFORMATION This Attachment is for use by authorized employees of the parties hereto only and is not for general distribution within or outside their companies. Enhanced _Sun' ices _Artacnmenr Puge I or o ,ir'b;icoa rnudTh Deed Hosting Enhanced Services Attachmer• b. Shared Firewall Services provides basic port filtering via assignment of a port from the shared firewall. • B. Managed Monitoring Services 1. Servers: a. Lite Monitoring: Monitoring parameters include server availability (ping IP address) and customer selected service availability parameters, including HTTP, HTTPS, FTP, POP3 and SMTP. Provides monthly reports including At -A -Glance reports for network latency, network availability, site availability and errors; and Trend reports for network (bits per second, for burstable customers only) and bandwidth (% utilization). b. Basic Monitoring: Monitoring parameters include system CPU, memory, disk and partition. Provides weekly reports for usage, availability, performance and errors. c. Professional Monitoring: Monitoring parameters include system CPU, memory, disk and partition. Provides daily reports for usage, availability, performance and errors, and Customer may also select up to three additional detailed report sets. Options for detailed report sets include system interface detail, system detail, system CPU detail, system disk detail, system disk partition, and process set detail. d. Predictive Monitoring: Monitoring parameters include system CPU, memory, disk and partition. Provides daily reports for usage, availability, performance and errors, and weekly predictive reports. Daily reports include detailed report sets for system interface detail, system detail, system CPU detail, system disk detail and process set detail. Weekly predictive reports include exception summary report for all servers combined, detailed exception list for each server, total network volume by day, average network volume by hour, average health index by hour, situations to watch, volume leaders in bytes, health index leaders, volume change leaders, health index change leaders, element volume (in bytes) versus baseline by day, CPU utilization, partition utilization, element health index, availability, reachability, latency and standard service profile. 2. Database Servers: a. Database Server Monitoring: Customer is responsible for the installation and licensing of Microsoft SQL Server software. Standard database monitoring parameters and reports apply, as defined in Section IV of this Attachment. b. Managed Standard Database Server Monitoring: SBC shall provide and install Microsoft SQL Server Standard Edition software for use by Customer. Standard database monitoring parameters and reports apply, as defined in Section IV of this Attachment. c. Managed Enterprise Database Server Monitoring: SBC shall provide and install Microsoft SQL Server • Enterprise Edition software for use by Customer. Standard database monitoring parameters and reports apply, as defined in Section IV of this Attachment. C. Tape Backup Services The following comprise SBC's standard Tape Backup Services packages: Tape Backup Services Package Included Cumulative Streamed Backup Traffic Per Month Backup Start Time Included Restores Per Month A10 10 GB Fixed 1 A50 50 GB Fixed 1 A100 100 GB I Fixed 2 A250 250 GB I Fixed 2 A500 500 GB I Flexible 3 A1000 1,000 GB Flexible 3 D. Website Metrics Services 1. Basic Website Metrics: Website traffic reports provided daily include snapshot, summary, hourly graph, daily graph and monthly graph. Website pages reports provided daily include top pages, directory tree, file types, status errors and posted form. 2. Professional Website Metrics: Website traffic reports provided daily include snapshot, summary, hourly graph, daily graph and monthly graph. Website pages reports provided daily include top pages, directory tree. file types, status errors and posted form. Additional reports include referrals, domains, browsers and tracking. IV. SERVICE PARAMETERS A. Firewall Services 1. Firewall Services pricing is subject to Customer requested modifications: such customization must be mutually agreed upon and approved by both parties in the SOW. 2. After initial configuration and acceptance, Customer is allowed three -tae ;banes oer month for Dedicated • Firewall and Shared Firewall. Rule changes include the defining or -i sernce or port. and the addition, deletion, CONFIDENTIAL INFORMA TICN This Attachment is for use by authorized employees or the parties hereto only anC s arr;cr .;enrol distribution within or outside their companies. Enhanced_Services_Altachment Page 2 of 6 3/27/2004 rnb5972 Deed Hosting Enhanced Services Attachme• or modification of a policy or access list to allow or deny access to the defined service or port. Rule changes • beyond the included three are billed as Premium Virtual Hands Charges. 3. Operating hours for firewall rule change requests are Normal Business Hours, and are typically implemented on the next business day. Emergency rule change requests are accepted by the SBC Operations Service Center (OSC) on a 24x7 basis.. Emergency rule changes are implemented within 2 hours from the time the request was taken. If SBC determines that the requested change creates a potential security risk, SBC will contact the Customer to review the requested firewall rule changes. User authentication will be required for firewall rule changes to be performed. 4. The standard Dedicated Firewall security policy configuration shall allow all users on the internal network full access to Internet services (outbound traffic), while blocking all inbound traffic (all connection requests originating from the Internet), with the exception of traffic destined for DNS and/or email gateways residing on the Customer's private network, including SMTP (port 20), POP3 (port 110), SSMTP (port 465), SIMAP (port 993), SPOP3 (port 995), IMAP (port 25), HTTP (port 80), HTTPS (port 443) and FTP (ports 20 and 21). 5. Any desired custom Dedicated Firewall security policies or configurations shall be outlined in the SOW and/or Firewall Services Questionnaire and are subject to hourly Premium Virtual Hands Charges. 6. The security policy configuration for Shared Firewall Services is fixed by SBC and may not be modified or changed by Customer. Any configurations beyond those defined by SBC could expose the Customer's network to security risks. 7. The standard Shared Firewall security policy configuration shall allow all users on the internal network full access to Internet services (outbound traffic), while blocking all inbound traffic (all connection requests originating from the Internet), with the exception of traffic destined for DNS and/or email gateways residing on the Customer's private network, including SMTP (port 20), POP3 (port 110), SSMTP (port 465), SIMAP (port 993), SPOP3 (port 995), IMAP (port 25), HTTP (port 80), HTTPS (port 443), FTP (ports 20 and 21), SSH (port 22), Webmin (port 10000) and PcAnywhere (port 5631). 8. "Redundant" Dedicated Firewall Services shall mean a firewall system that is equipped with redundant components such that the firewall will be continuously operational in the event of a component failure: 9. Virtual Private Network ("VPN") shall mean the establishment of a site to site IPSec tunnel between the managed firewall located in the IDC and an IPSec compatible VPN device. The VPN is limited to providing administrative access for 10 VPN clients to Customer's IDC network and is not to be construed as providing a fully managed VPN. Included in the setup charge is four hours for a site to site VPN: additional hourly Premium Virtual Hands Charges may apply for time intensive implementations. Ongoing support and management of the VPN tunnel • and firewalls are not included in the base price. 10. SBC shall provide notification to Customer upon discovering or suspecting that a Customer system has been hacked or otherwise compromised. Such notification shall create no obligation for SBC to take action for resolving the issue, unless specifically outlined as an included custom service in Customer's SOW. 11. Customer is responsible for any bandwidth overages or other charges that may apply as a result of a compromised system, and for taking remedial action to return the system to an uncompromised state. Customer may request special assistance from SBC for security analysis, troubleshooting, reconfiguration and system rebuilds; such services would be billed hourly as Premium Virtual Hands Charges. 12. At SBC's sole discretion, SBC may remove a compromised system from the SBC network at any time, if necessary to protect the integrity of the network or service availability for other customers hosted in the IDC. 13. SBC provides no representation or guarantee that Firewall Services will protect Customer servers against all potential security threats, including but not limited to viruses, worms, hackers, denial of service or other Internet attacks. B. Managed Monitoring Services 1. Managed Monitoring Services pricing is subject to Customer requested modifications: such customization must be mutually agreed upon and approved by both parties in the SOW. SBC may provide ad hoc reports upon Customer's request, which shall be billed as hourly Premium Virtual Hands Charges. 2. "At -a -Glance Reports" shall mean reports that provide performance indicators for an entire system during the specified report period. "Trend Reports" shall mean reports that show the value of one or more variables over a specified report period. 3. Except as specified with respect to Managed Monitoring for Database Servers, software agents for querying databases and applications are not included in the standard pricing. Pricing for any software agents that may be required to provide Managed Monitoring Services will be set forth in the SOW. 4. Managed Monitoring Services software installation will occur noon completion of a healthy server installation. Customer will be required to reboot Customer systems prior to software installation. 5. Customer server(s) must be configured with a secondary networK on :0 ce ccnnecrec :o a secure back -end services network managed by SBC, and have the Concord SysEdge Agent installed. 6. Managed Monitoring for Database Servers is available for Microsoft SQL Server only. 7. Managed Monitoring for Database Servers provides standard monitoring parameters including time since last database backup, time since last transaction log backup, number of user connections, average lock wait time (all CONFIDENTIAL INFORMATION This Attachment is for use by authorized employees of the parties hereto only inc is nor ;br general <sstnoution within or outside their companies. Enhanced_Services_Attachment Page J of 6 3/27/2004 rnb5972 Iated Hosting Enhanced Services Attach,is locks), disk space utilization, log cache hit ratio, CPU utilization, physical memory used and virtual memory used. Standard daily reports include utilization (CPU, memory, disk space), time since last backup (database, transaction log), frequency of hits within Microsoft SQL Server caches, number of user connections and average lock wait times (all locks). 8. Managed Monitoring for Database Servers includes monitoring, reporting and Customer notification only, and does not include database administration or performance tuning of Customer's database. If Customer desires for SBC to take corrective action, contracted Database Services and/or Premium Virtual Hands Charges would apply. 9. Managed Monitoring Services reports shall be archived and maintained by SBC as follows: daily reports for 45 days, 5 minute samples for 60 days, hourly samples for 8 weeks, daily samples for 70 weeks, weekly reports for 60 days, and monthly reports for 60 days. C. Tape Backup Services 1. Tape Backup Services shall involve the recording of information selected by the Customer for backup as set forth in the SOW and Tape Backup Questionnaire, provided such information is present on the equipment and/or system at the time of the backup. 2. For standard servers, one (1) full backup shall be performed each week and one (1) incremental backup shall be performed daily, except on days in which a full backup is performed. For database agents, one (1) full backup shall be performed daily. Backup tape information shall be maintained on site for a period of four (4) weeks for weekly backups and two (2) weeks for daily backups. 3. Monthly backup quantity for billing purposes is calculated as the cumulative total backup data streamed during each calendar month period, including all full and incremental backup jobs. An overage fee will be charged for backup data streamed during the calendar month that is in excess of the Customer's contracted Tape Backup Services package. This overage will be calculated on a per Gigabyte (GB) basis and rounded up to the next full GB for partial GBs. 4. Customer is responsible for managing the size of data volumes to be backed up and for any monthly overage charges that may apply. Unless specific drives, directories or sub -directories are specified in the Tape Backup Questionnaire, the default will be to back up all of the server's local drives that are present at the time that the Tape Backup Service is provisioned. 5. Customer may request an alternate backup schedule that is less frequent than the default schedule and may also request use of differential incremental instead of cumulative incremental backups. Customer should . indicate such special requests on the Tape Backup Questionnaire, and SBC shall make reasonable effort to accommodate. 6. Tape Backup Services may be provided for two (2) or more Customer servers either by ordering a single Tape Backup Services package to be shared across the Customer's servers or by ordering a Tape Backup Services package for each server. Each Customer server may be associated with only one Tape Backup Services package; multiple packages may not be added together for use on a single server. 7. The standard Tape Backup Services packages are intended for source data volumes to be backed up that do not exceed a sum total of 250 GB across all Customer server(s). Backup configurations that involve more than 250 total GB per full backup job may require custom network connections or a dedicated backup infrastructure, and therefore shall require design by EPEG and may require Individual Case Basis ("ICB") pricing. Without such customization, for source data volumes larger than 250 GB it is unlikely that the backup operation will satisfactorily complete. 8. Standard Tape Backup Service pricing includes coverage for one (1) Customer server per Tape Backup Services package. Each additional server to be included under a single Tape Backup Services package shall be billed a separate charge. 9. Offsite Vaulting of tape copies for Customer backup data is available as an optional, ICB priced service. 10. Tape copies may be made available to Customer for $250 per tape in the VERITAS backup image format that will include one (1) hour of labor; labor beyond one (1) hour shall be billed as hourly Premium Virtual Hands Charges. Customer is responsible for providing the tape(s) and prepaid shipping waybill to IDC location(s). 11. Tape Backup Services are designed to restore only the user data that has been backed up; the service does not support automated, complete recovery of a failed server ("bare metal restore"). Restore of backed up data includes one (1) hour of labor: labor beyond one (1) hour shall be billed as hourly Premium Virtual Hands Charges. 12. Restores included in a Tape Backup Services package that are unused in a given month do not roll over to the following month. Requests for additional restores in a given month above the number included in the Tape Backup Services package shall be billed as hourly Premium Virtual Hands Charges. 13. Unless requiring manual intervention or support by SBC personnel, restores for cataoase agents that are initiated directly by Customer through the backup software client interface are not counted against the monthly restore allotment included in the Tape Backup Services package and are not billed as restore overages. 14. Tape Backup Services pricing is subject to Customer requested modifications: such customization must be • mutually agreed upon and approved by both parties in the SOW. CONFIDENTIAL INFORMATION This Attachment is for use by authorized employees of the parties hereto only and is nct for general distribution within or outside their companies. Enhanced Services_Attachment Page 4 or 5 ,y°7/2004 mb5972 Dated Hosting Enhanced Services Attachm• 15. All backup software, including client software to be installed on Customer server(s), that is provided by SBC in • delivery of the Tape Backup Service shall remain licensed to SBC and such licenses will not be transferred from SBC to Customer. Software agents for querying databases and applications are not included in the standard Tape Backup Services package pricing. 16. Backup software installation will occur upon completion of a healthy server installation. Customers will be required to reboot their systems prior to software installation. 17. SBC will notify Customer at least twenty-four (24) hours in advance of any scheduled or planned maintenance that could interrupt service availability. 18. Scheduling windows for backup start times shall be determined and scheduled by SBC for the A10, A50, At00 and A250 Tape Backup Services packages. Scheduling windows for backup start times for A500 and A1000 Tape Backup Services packages or ICB Tape Backup Services shall be mutually agreed upon and approved by both parties in writing.. 19. Due to factors such as server processor utilization and network interface card (NIC) performance, SBC makes no representations or guarantees as to the length of time that a scheduled full or incremental backup job or a restore may take to complete. D. Website Metrics Services 1. The standard Website Metrics Services packages include a maximum of one (1) server, ten (10) domains, ten (10) log sources, 1 GB total daily transfer, filtering for ten (10) IP subnets, three (3) profiles, and one (1) user per profile. Customer requirements in excess of these restrictions will require additional fees. 2. "Log Sources" shall mean any type of log file that has been configured for processing in the Website Metrics Services system. A web server could have more than one website configured on it and each website would have its own access log. "Filters" shall mean a text string or regular expression that is used to either include or exclude certain hits from a Website Metrics Services report. Filters are commonly used to filter out certain content such as internal company traffic or to set up special reports for specific types of content such as a Web site subsection. "Profiles" shall mean a set of reports; a profile is created by adding domains, log sources and filters together. 3. Website Metrics Services pricing is subject to Customer requested modifications; such customization must be mutually agreed upon and approved by both parties in the SOW. SBC may provide ad hoc reports upon Customer's request, which will be billed as hourly Premium Virtual Hands Charges. 4. SBC shall archive and maintain Website Metrics Services reports for 60 days and raw log files for 24 hours. • 5. The Customer's server must have a virtual Website bound on port 8118 or the services IP address and allow directory browsing and HTTP transfer of log files for anonymous users, in order to allow the Urchin application to gather access logs. This "web logs" site will be restricted to allow access from the Urchin server only. 6. Customer must run a nightly web server log file rotation script that timestamps the web server's access/error/e- commerce log file(s) and places them in a directory accessible from the "web logs" site specified above. Failure to run these scripts will interfere with SBC's ability to provide Website Metrics Services. 7. For viewing Website Metrics Services reports, Customer shall have Internet access and a compatible Internet browser with 128 -bit encryption. 8. Customer web server(s) must be configured with a secondary network port to be connected to a secure back - end services network managed by SBC, and write logs in either W3C (Weblogic) or Extended/Combined format (Apache, Netscape, iPlanet, etc.). Log files must be stored in a separate directory (e.g., e:/logfiles/) and should not remain in the System 32 directory on Windows servers. 9. Customer must complete the Website Metrics Questionnaire provided by SBC. Reporting shall begin upon completion of the Website Metrics Questionnaire and Customer final signoff of acceptance. V. SERVICE LEVEL WARRANTIES A. Firewall Services SBC shall provide Firewall Services such that the operational availability of the firewall system adheres to the same Service Level Warranty established in the Agreement for Customer's hosted network in the SBC IDC. B. Managed Monitoring Services Service level warranties are not provided for Managed Monitoring Services. C. Tape Backup Services SBC shall provide Tape Backup Services in accordance with the following: 1. Scheduled backup processes will be queued to be performed within five (5) minutes of the scheduled start time of transaction. 2. Restore process for on -site backup data shall be queued -or -stcri ,mr!r rir-t, 30) minutes following notification by Customer to SBC Operations Service Center (CSC•. ;t -e..uest. CONFIDENTIAL INFORMATION This Attachment is for use by authorized employees of the parties hereto only ono :s not for general ristnburion within or outside their companies. Enhanced Services Attachment Page 5 or 3 ii?7JZU0 t rno5972 Fated Hosting Enhanced Services Attachno 3. Restore process for archived off -site backup data shall be queued for restoral within thirty (30) minutes of arrival of the tape from the offsite facility. D. Website Metrics Services Service level warranties are not provided for Website Metrics Services. VI. SERVICE CREDITS Service credits, if applicable, will be available to Customer for each failure of SBC to meet the Service Level Warranties set forth in Section V of this Attachment. "Service Credit" shall mean an amount equal to the pro -rata charges for one monthly billing statement for one (1) day of SBC Managed Hosting Services. In order to receive a Service Credit set forth in this Section, Customer must notify the SBC Operations Service Center (OSC) within five (5) days from the time Customer becomes eligible to receive a Service Credit. Failure to comply with this requirement will forfeit Customer's right to receive a Service Credit. VII. ADDITIONAL LIMITATION OF LIABILITY SBC's aggregate liability under this Attachment in a given month shall not exceed the monthly charge for SBC Managed Hosting Services that month. Any failure of SBC to meet Service Level Warranties set forth in Section V of this Attachment shall be governed by and limited to the Service Credits set forth in Section VI of this Attachment. In no event shall SBC have additional liability under this attachment for consequential damages or any other damages based on alleged harm to customer's business or property. VIII. CUSTOMER PERMISSION Customer expressly grants SBC, for the purpose of providing the Enhanced Services described, the right to access the Customer systems and the right to reproduce the files. IX. GENERAL A. Firewall Services are provided to help mitigate security threats for Customer hosted servers, but are not intended to provide a comprehensive security solution. SBC shall only be responsible for providing the Firewall Services contracted by Customer and such Services shall be limited to the terms and conditions set forth in this Attachment and the Agreement. B. Tape Backup Services are not intended to provide a comprehensive business continuance solution. The • configuration selected by the Customer shall define the parameters of the Service to be provided and such Services shall be limited to the terms and conditions set forth in this Attachment and the Agreement. C. SBC shall not be liable for failing to provide Enhanced Services or meet the Service Level Warranties or terms and conditions set forth in this Attachment due to Customer's failure to perform any of the Customer responsibilities as set forth in the SOW and Section IV of this Attachment. END OF DOCUMENT • CONFIDENTIAL INFORMA TION This Attachment is for use by authorized employees of the parties hereto only and is not for general aistribution within or outside their companies. Enhanced_Services_Attachrnent Page 6 of 6 9/27/2004 mb5972 C City Council Agenda To: Mayor and City Council Thru: Steve Davis, Finance and Internal Services Directo6f. �F`L1' From: Lesa Brosch, Business Systems Analyst �"�� Date: February 2, 2005 Subject: SBC Web Hosting Contract The Information Technology staff recommends approval of a five year dedicated web hosting contract with Southwestern Bell Communications in an amount $ 14,100.00 annually to include a $ 2,820.00 contingency annually to total $ 16,920.00 (plus tax) annually. On March 5, 2002 a resolution (40-02) was approved to contract with Southwestern Bell Communications for a dedicated web -site hosting services for three years in an amount not to exceed $ 21,408.00 (plus tax) annually. DISCUSSION The current contract with Southwestern Bell Communications expires March 2005. RFP, 05-09 was released March 2, 2005 and received back on March 11, 2005. Three vendors, IF World Inc., Southwestern Bell and American Data Technology, Inc responded. The selection committee reviewed and approved the selection of Southwestern Bell Communications. The cost of dedicated web hosting is $ 14,100.00 annually. A request is being made for a 20% contingency for unforeseen overages (i.e. backup overage). 6/-os RESOLUTION NO. A RESOLUTION TO APPROVE A WEB HOSTING CONTRACT WITH SOUTHWESTERN BELL COMMUNICATIONS, INC. IN THE AMOUNT OF $14,100.00 PLUS $2,820.00 CONTINGENCY, PLUS TAX ANNUALLY FOR FIVE YEARS BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1: That the City Council of the City of Fayetteville, Arkansas hereby approves the web hosting contract with Southwestern Bell Communications, Inc., as attached as Exhibit "A" in the amount of $14,100.00 plus $2,820.00 contingency, plus tax annually for five years . PASSED and APPROVED this 5th day of April, 2005. APPROVQE�\ O By: DAN COODY, Mayor ATTEST: By: SONDRA SMITH, City Clerk • City of Fayetteville • Staff Review Form City Council Agenda Items Contracts 5.4,04. oq 4-Maar e6 City Council Meeting Date Lesa Brosch Submitted By $ 11,750.00 3eeIj car Cost of this request 1010 6600 5315 00 Account Number Project Number Information Technology Division Action $ 17,808.00 Category/Project Budget $ 3,353.00 Funds Used to Date $ 14,455.00 Remaining Balance Finance and Internal Services Department Contract Services Program Category / Project Name Service Charges Program / Project Category Name General Fund Name Budgeted Item �X Budget Adjustment Attached revious ordinance or Resolution # Department Director Date Original Contract Date: Original Contract Number: 3 -27-df City Attorne Received in City Clerk's Office 3-}1-af Finance and Internal Service Director Date Received in Mayor's Office O Mayor Date Comments: Remaining Bal for the the last seven months of the year. SCANNED