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HomeMy WebLinkAbout1983-121•• RESOLUTION NO. 83- 121 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA AUTHORIZING THE EXECUTION OF A MASTER SERVICE/PURCHASE AGREEMENT BETWEEN THE COUNTY AND AT&T INFORMATION SYSTEMS, INC. WHEREAS, AT&T Information Systems, Inc., requires that the County enter into a master agreement setting forth terms and conditions governing any purchase order or service order for communications and information systems, products and services in use or to be acquired by the County; and WHEREAS, the attached master service/purchase agreement sets forth reasonable and appropriate terms and conditions which the Board finds to be acceptable; WHEREAS, the attached agreement does not obligate the County to deal exclusively with one supplier, but rather puts in place a master agreement to govern all subsequently executed service or purchase orders with this supplier. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA that the agreement attached hereto is approved and the Chairman and Clerk are authorized to execute and deliver same to AT&T Information Systems, Inc. for their acceptance and approval. The foregoing resolution was offered by Commissioner Lyons who moved its adoption. The motion was seconded by Commissioner Scurlock and, upon being put to a vote, the vote was as follows: Chairman Richard N. Bird Aye Vice -Chairman Don C. Scurlock, Jr. Aye Commissioner Margaret C. Bowman Aye Commissioner Patrick B. Lyons Aye Commissioner William C. Wodtke, Jr. Aye The Chairman thereupon declared the resolution duly passed and adopted this 7th day of December , 1983. BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA (� RICHARD N. BIRD Chairman Attest: EDA WRIGHT Clerk /Du deo APPROVED S TO"FORM AND LE UFFXQIENCY Byl C IS HER J. PAULL Assistant County Attorney Contract No. Li 0 ®" " 7 9 5 2 SERVICE/PURCHASE AGREEMENT AT&T INFORMATION SYSTEMS, INC., ( F/K/Atmerican Bell Inc. ("ABI") any reference to I" herein shall mean AT&T Information Address-._ r nc ABI and Customer agree that the following terms and conditions will apply to any order under this Agreement for the provision or sale of products and services to Customer by ABI. 1. COVERAGE ABI will provide for Customer's use the communications and information systems products and services set forth in any Ser- vice Agreement Equipment Supplement or other service order and will sell the products set forth in any Purchase Agreement Equipment Supplement or other purchase order. Title to software and other programs used with the products shall remain with ABI or its suppliers. All orders placed by Customer and accepted by ABI will become an integral part of this Agreement. 2. TERM A. This Agreement will become effective when signed by Cus- tomer and subsequently accepted in writing by ABI and will con- tinue until terminated as provided herein. Any order under this Agreement will be effective when placed by Customer and ac- cepted by ABI. B. For products provided under a Service Agreement Equip- ment Supplement or other service order, the service period will begin the day following the date the product is installed, if in- stalled by ABI, or on the day following the date of delivery to Customer if not installed by ABI. Upon expiration of the service period, the order will be automatically renewed for a like period or for the next shorter period if the original one is not offered at the time of renewal, unless written notice to the contrary is re- ceived by either party from the other at least ninety (90) days prior to the expiration of the service period. If the service period is less than ninety (90) days, thirty (30) days' notice will be re- quired. Renewals will be at the price and on the terms and condi tions of ABI then in effect at the time of renewal. J. INSTALLATION A. ABI will install the products provided under a service or purchase order if installation charges are separately set forth on the Equipment Supplement or other order. Customer agrees to pay such charges. Customer agrees to provide the proper envi- ronment and electrical and telecommunications connections as specified by ABI. B. ABI will make reasonable efforts to complete installation/ delivery of the products or services by the installation/delivery date set forth in the Equipment Supplement or other order and will notify Customer as soon as practicable of any delay. Cus- tomer agrees to notify AM as soon as practicable if Customer requires postponement of the installation/ delivery date. C. If ABI performs any moves or changes or other special ser- vices for Customer, Customer agrees to pay ABI's applicable charges. 4. USE AND MAINTENANCE UNDER SERVICE ORDERS A. ABI will maintain in good working order during the service period products provided under Service Agreement Equipment Supplements or other service orders. r•tstomer Name INDIAN RIVER COUNTY_Crrstomcr 1 i political subdivision of the State Address of r1 orida 1840 25th Street Vero Beach, Florida 32960 B. ABI will provide, at no extra charge, such training, instruc- tional material and other support services as is standard for the product or service ordered. Additional training, instructional material and support services may be available for an additional charge. C. Customer agrees to use the products and perform any authorized installation and maintenance on the products in a careful and proper manner and in accordance with any manuals and instructions provided by ABI. Customer will not perform, or permit others to perform, any installation or maintenance un- less it is expressly authorized by ABI and will pay the cost of repairs necessitated by unauthorized work. D. The products shall be used by Customer only at the loca- tion(s) specified in the Service Agreement Equipment Supple- ment or other service order and shall not be removed or relocated by Customer except as expressly authorized by ABI. E. Customer will not make any modifications in the products without the written permission of ABI. If, in the opinion of ABI, any modifications, whether or not made with the permission of ABI, interfere with the normal operation or maintenance of the products or create a safety hazard, Customer will, at its expense, remove the modification or pay any additional costs ABI incurs because of the modification. F. During the term of this Agreement, Customer shall permit ABI reasonable access to the products to enable ABI to perform any necessary inspection, testing, maintenance or repair. S. SER VICE AGREEMENT UPGRADES, ADDITIONS AND PAYMENT OPTIONS A. The Service Agreement Appendix attached hereto and in- corporated by reference sets forth the terms and conditions upon which upgrades and additions may be made to products provided to Customer under service orders. B. The Service Agreement Appendix also sets forth certain Customer options with respect to changes in service periods and lump sum payment. b. PRICE AND PAYMENT A. Service Orders. Products and services will be provided at the charges and for the period specified in the Service Agreement Equipment Supplement or other service order. Monthly charges will be billed in advance. One-time charges will be billed as in- curred. Payment is due within thirty (30) days of the invoice date. When a product is installed for part of a month, the monthly charges will be prorated on the basis of a thirty (30) day month. A minimum of three (3) months' charges will apply on all products initially provided on a month-to-month service period. B. Purchase Orders. Products will be sold for the charges set forth on the Purchase Agreement Equipment Supplement or other purchase order. Payment is due within thirty (30) days of the invoice date. Both new and used products will be available for sale. Products sold as new will qualify w new under existing Federal tax laws. ORIGINAL r -'Y 7. APPIJC_-1 HLF-' PRICES' The rricc, set forth on a:;y Lquipmcni Supplement or other or - (1 -:r are those that will ❑ppl; for tl:e sched;tl;d ir,tall,:n )wdeh%- cr date shrtvn on fico on':r. If in,;allolo❑ Jelivcr, i, past. poncd by Customer more than ih:i n (30) Ja%s, il;e prh ct %%ill he tho,c in effect on the• nc%, instaltationrdcliu•n date. S. TA A'F..S Cu,vvmcr agrees t,) pay any sat.•,, use (It othor local, state and Federal taxes, however dc,ignated icxcludinF talcs oa ABI's net income). imposed on or based upon rite provi,;on, ,ale or use of the ptodt:;it or services ptovided ut.der this Atrsccher,t. Talcs Will he separately stats^! on Customer's iucui:e or -itemrrii of account. 9. ti111P,IfENT All shipping, rigging and other destination charges will he in- voiced by ABI and paid by Customer. 10. TITLE AND RISK 0I' LOS'S A. SeniccOfders. 1. All products provided under service orders will remain life personal property of .ABI whether or nut attached to or embedded in really. 2. ABI will bear the risk of less or damage to the products, except that Cusio^cr wi!l be liphle to ABI for 0;c cost of repair or ieplacemem of products Inst of dama__ed as a resift of any Clrstemer's nceh°cnce, intentional acts, unauthorized Snttallation or maintenance or other cause within the reason- able control of Customer. its employees or agents. B. Purchase Orders. 1. For products not already fn C'ustomer's possession, title shall pass to Customer on the date of shipment from ABI. Ivor products already in Customer's possession, title shall pass to Customer on the date Customer's order is accepted by ABI. 2. For products not already in Customer's pos%es,ion, risk of loss passes to Customer when the products are dcli%Bred to Customer. ABI will bear the risk or loss to products while in transit'to Customer. for products already in.Cusiomcr's pos- session, risk of loss passes to Customer on the date Cus- tomer's order is accepted by ABI. 1/. SECURIT )' INTERL:ST . A. ABI or its assign shall I;ave a purchase money security inter- est in any and all product,, together with all proccs•ds and re- placements, sold or provided to Customer pursuant to each or- der under this Agreement until all charges, including installation charges set forth on that order are paid in fall. B. Customer agrees that ABI may file or record this Agree- ment, any orders placed hereunder and any other applicable doc- ument as may be necessary to protect the interest of ABI or its assign in the products. Customer agrees to ereeute and deliver any docunienis reasonably requested ty ABI for such pnrpose. 12. N9IRRANTYAND IPA RRA A'TYF.VCLUSION.S A. Service Order. ARI warrants than all products pros ided for Customers use under service orders %,ill be ;n good %vrnking or- der on the date their service period begins and that ABI will re- pair the products, without charge for par is and labor, if they fail to work during the service period or am renewal ser%ice period. B. Purchase Order. 1, ABI warrants that all products sold to Cu%iomcr will be in good working order on the date title passes to Customer, and that ABI will repair the products, without charge for parts and labor, if they fail to work, if Customer notifies ABI within one (1) year from the date title passes to Cu. t •n:r of such failure. If ABI determines that the product cannot be placed in good working order, ABI, at its option, may either replace the product or refund the purchase price. Repair parts may be new or equivalent to new in performance. They will. be furnished on an exchange basis, and the returned parts will become the property of ABI. 2. During the warranty period, Customer will advise ABI of any change in the street address of the products. The war- ranty will only appy to products located within the comcrm; nous form -eight (as) United States. 3. If Customer mndlfhes ar.y product durin: the %•arras^- period and such mothtication impede, AL11% lc nvnv o- ;,,- pairs of the product or creates a safety ha.atJ, flit nindfftc.. lion will he removed ai Customer's cspensc, or Customs! ,,I. pay any extra costs ARI incurs because of the moditicarm, C. The warranties provide 1 herein do not Lover damage , d, - le,:ts, niallunctions rr service failures caused 1,): I. Customer's failure to folloss AR►'s installation. op:;ha tion or rmnntethance rttstruciions: 2. C:ustomcr'smodi,rc;,tron%ofthe pro acts: 3. Customer's abuse, misuu or negligent acts: and .1. As to sold products only:, power failure• r -r surer.. to; f h,rd, accident, actions of third parties and other events aur- si& ABI's control. D. EXCEPT AS SPECIFICALLY MADE: HEREIN, ABI AND ITS AFFILIM E.D SUBCONTRACTORS AND Slip - PLIERS MAKE. NO SS'ARR,ANIIES, EXPRESS OR M. PLIFD, AND SPEcirIC.ALLY DISCLAIM AN! N.kN- RANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 1?. P41TE\'TAAWC'OPFRIGffTLIVEIr_MiVIT)- ABI will defend or settle, at its own expense, any action brought against (customer to the extent that it is based on a claim that artv products) provided by ABS pursuant to this Agreement infring, any U.S. copyright or patent; and ABI will pay those costs, dam- ages and attorneys' fees finally awarded against Customer in any such action attributable to any such claim, but such defense, set- tlements and payments arc conditioned on the following: (I)ihat ABI shall be notified promptly in writing by Customer of any such claim; (2)thai ABI shall have sole control of the defense of any action on such claim and of all negotiations for its settlement or compromise: Millar Customer %hail cooperate with ABI in a reasonable way to facilitate the settlement or defense of such claim; Mthat such claim doer not arise from the use or combina- tion of products provided by ABI with products provid:d b} others; and (5)should such produci(s) become, or in ABI's opin- ion be likely to become, the subject of such claim of infringe- mcni, then Customer shall r, �rmit ABI, at ABIS option and ex- pense, either to (a) procure for Customer th= right to continue using the product(s), or Ib) replace or modify the same so that it becomes nonint'rinping anti functionally equivalent, or tc) upor failure of (a) amt (b) above despite the reasonable effort, of ABI, for a sold product, buy- back the product(s) at the Cus- tomer's purcha,c price. less depreciation calculated at an equal amount per year over if,,. life of the product as set by ABI: or for a product provided unde: a ser ; ice order, tet innate without pen - ,.In, Customer', use of ;he p oditcv,l This Section states tl+e en- tire Ifability of ARI will, icspcc, to the infringcnrent of copy- rithis*and paicnis ';: the prod!r:t: ptovided heeunder -,i the operation thereof. /J. .SOF7 UARr AND OTHER I.YI.ORAIATWA' Any and all documentation, utformatioti and software owned by Alit and its suppliers and prosided to Customer by ABI ft,r u!,e with products provided to C u,iomer under this Alzreement shall remain the property of Alt!. ABI hereby grants Customer a per- sonal, nontransferable and r-.:nexclusive license to use ail such documentation, technical information, confidential business in- formation and all software and related documentation, in what- ever form recorded (all hereinafter designated "information"), which are furnished to Customer under or in contemplation of this Agreement, subject to the following terms and conditions: 1. All such information shelf remain the property of ABI or its supplier. 2. Such information: (a) shall be used by Customer only to order or to evaluate for that purpose ABI products, or to install, operate, or maintain the particular product for which It w•as initially furnished; (b) shall be used solely for Customer's internal business purposes: (c) shall not be reproduced or copied, in whole or in part, except as necessary for use as authorized herein; and (d) shall, together with any copies thereof, be returned or destroyed, or may, if in the form of software recorded on an erasable storage medium, be erased when no longer needed or permitted for use with the product for which it was ini- tially furnished. 3. Unless ABI consents in writing, such information except for any part thereof which is known to Customer free of any obliga- tion to keep in confidence, or which becomes generally known to the public through acts not attributable to Customer or is inde- pendently developed by Customer, shall be treated in confidence by Customer. 4. Such information may be disclosed to other persons, solely for the purpose of installing, operating or maintaining the par- ticular product for which it was furnished, provided such other person agrees in writing to the same conditions respecting use and confidentiality of information contained in this paragraph 14 and ABI is furnished with a copy of such writing. 15. EXCLUSIVE REMEDIES A. If Customer experiences a defector any partial or total fail- ure in any product or service provided under this Agreement, Customer shall, as a condition to any claim for refund or recov- ery of damages, promptly notify ABI. B. If a failure or defect in a product under a service order con- tinues for more than twenty-four (24) hours, Customer's account then shall be credited in an amount equal to any recurring charge applicable to the failed or defective products or services for the period of such failure or defect. C. Customer's sole remedies against ABI or any affiliated sub- contractor or supplier for loss or damage caused by any product defect or any partial or total failure of any product or service provided under this Agreement or arising from the performance, delays, or nonperformance of any installation, maintenance, warranty or repair work under this Agreement; regardless of the form of action, whether in contract, tort including negligence, strict liability or otherwise, shall be, where applicable (i) Cus- tomer's right to receive the repair or replacement service described in Section 12, (ii) Customer's right to receive the credit set forth in (B) above for products provided under service or- ders, (iii) Customer's right to terminate under Section 17 (c), and (iv) the lesser of (a)the amount of actual direct damages which are proven or (b)the equivalent of one (1) month's recurring charges for the products or services directly involved which would apply if they were provided on a month-to-month service agreement at the time of loss. D. The foregoing remedies of Customer, together with the rem- edies provided in the section entitled "Patent and Copyright In- demnity," shall be exclusive of all other remedies ;it law or in equity except for Customer's right to claim damages for bodily injury to any person caused by the negligence of ABI. 16. LIMITATIONOFLIABILITY Notwithstanding any other provision of this Agreement: 1. Neither AM nor its alfil,ates, subsidiaries, parent corpora- tion, or any of its parent's affiliates or subsidiaries shall be liable for any indirect, incidental, or consequenti•d dama"s (including lost profin) sustained or incurred in cunncction +with installa- tion, maintenance or repair cork performed under this Agree- ment or the use or operation of the products and ,wires pro- vided or sold hereunder, tce.adless of the toxin of action, whether in contract, tort including negligence, ,uict liability or otherivi+e, and whether or not -Lich damages •,rete foreseen or unforeseen; 2. NIcithei AIII nor its affiha!;,, subsidiaries, paiew corpora - !inn. or any of it, parent's off dines or %ubsidiaric, ,hail be halite in any way for delay, failure it,, perforntanvc, loss or d3m,we rine to any o1 the iollownift force majeure con,hiion,: fire, strike, Cmbargo, Cxploston, power bial,kout, earthquake, volcanic a�- uon, flood. war. •r%der, the Clements. Tibor kik;ntic,, did dktur- b.inces, government requircmct;t. civil or uolitan authority, i.,, of God or public cneim. inability to secure raw matcnak, inabil- ity to secure products, transportation facilities, acts or omissions of carriers, or other causes beyond Its reasonable control, whether or not similar to the foregoing; 3. ABI shall not be liable for any delay, loss, damage or prod- uct failure attributable to any service, equipment or actions of any person other than ABI, its employees and agents; 4. Any legal action arising from or in connection with (a)any product defect or any partial or total failure in any product or service provided to Customer, or (b)any installation, mainte- nance or repair work performed for Customer, must be brought within two (2) years after the cause of action arises; and 5. It is understood and agreed that ABI is not an insurer and that the prices of the products and services, including installa- tion, maintenance and repair, provided, sold or performed here- under are based solely on their value and the scope of the liabili- ties set forth in this Agreement and are unrelated to the potential for indirect, incidental, consequential or other damages. ABI and Customer agree that this allocation of risk and liability is fair, reasonable and not unconscionable. 17. TERMINATION A. This Agteement and any service order which becomes part of this Agreement may be terminated by Customer on thirty (30) days' written notice to ABI. If termination precedes expiration of the service period shown on any service order, Customer will be liable for termination charges as follows: one-half (1/2) of the monthly payments for the original term or 70 percent (70%) of the sum of all remaining monthly payments, whichever is less. If any service order is canceled prior to installation/delivery. Cus- tomer will pay ABI for the costs incurred by ABI in prepiring to provide the products or services canceled, not to exceed the ter- mination charges, B. Accepted purchase orders for products, which are unde- livered on the date of termination of this Agreement, shall be filled under the terms of this Agreement. C. Customer may terminate this Agreement, subject to accrued charges but without liability for termination charges, if ABI fails to perform or observe any term or condition of this Agreement and such failure shall continue unremedied for thirty (30) days after ABIs receipt of notice thereof from Customer. ABI may terminate this Agreement or any service orders or unfilled pur- chase orders accepted hereunder, and Customer shall be in de- fault of this Agreement, if Customer fails to pay any charge when due or fails to perform or observe any other term or condi- tion of this Agreement and such failure shall continue unreme- died for thirty (30) days after receipt of notice thereof from ABI. In the event of such termination by ABI, applicable termination charges under service orders will apply. D. Upon termination of this Agreement or any service orders hereunder. Customer will make the product a unt er affected sen ice orders available for removal, which shall be ac- complished in .t careful and reasonably expeditious fashion. The products swill he returned to ABI in the same condition as origi- nally installed, ordinary wear and tear excepted, or Customer will pay for ;h restoration of the products to such condition. M ABI shall not b,! obligated to restore the premises to their origi- nal condiltoNhNf CAsltrlrer does not make the products available for removal by Adl, ihcn nr addition to all other remedies at law or equity aysiiat le to mii a*xibligations of Customer under .his Agreement ilia;] remaufin f#;N1 and effect until removal is ac- complished.. %'i, chargm paid by Customer for the services dur. / ing such per r•d sliali be ABI's then current charges for the serer vice; when provided on a month-to-month basis in lieu of any other charges listc(I in the service order. 18. ANSIGNiNFNT This Agreement is not assignable by either party without the written consent of the other, except ilia, kill may, without Cus- tomer's con,tnt, assign tens Agreement :o an affiliate or subsidi- ary or assign its right to rccavc payment hereunder. 19. SUBCONTRACT/NG ABI may subcontract any or all of the work to be performed by it under the terms and conditions of this Agreement but shall retain responsibility for the work subcontracted. 20. GENERA A. Any supplement to or modification or waiver of any provi- sion of this Agreement must be in writing and signed by author- ized representatives of both parties; except that ABI may, upon ninety (90) days prior written notice to Customer, modify the terms and conditions of this Agreement, which modifications shall be effective only as to renewals and new orders placed by Customer and accepted by ABI after the effective date of such modification. Variances from this Agreement in any Customer order will be of no effect. R. If any term or provision of this Agreement shall be held invalid or unenforceable, the remainder of this Agreement shall not be affected thereby and , ach term and provision hereof shall be valid and enforced to the fullest extent permitted by law. C. This Agreement shall be construed in accordance with and governed by the laws of the State of NewJcrsey. D. THIS IS THE ENI IRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE PRODUCTS AND SER- VICES PROVIDED HEREUNDER AND SUPERSEDES ALL PRIOR AGREEMENTS, PROPOSALS OR UNDERSTAND- INGS WHITHER WRITTEN OR ORAL. ' 21. APPENDIX IRC --1 attached hereto and inoorporated by reference sets forth additional terms and conditions governing this service/purchase agreanent and specifically supersedes anything in the printed agreanent to the contrary. References in the Appendix are made to specific paragraphs herein. AT&T INFORMATION SYSTEMS, INC. ( f/k/a ) AMERICAN BELL INC. Received by: __�----_-.--- Accepted by: By:– (Anthorized Signature) INDIAN RIVER COUNTY, a political ----- (Customer) subdivision 0 tLe /to o_ F .ertda By: --- (Authorized Signature) Richard N. Bird at: (Typed Name) --- — Chairman, Board of County Commissioners (Date) Attest: FREDA WRIGHT, � ���� Approved as to form and U legal enc By: (Typed Name) (Address) (Date) 1) i APPENDIX IRC --1 1. The last sentence in paragraph2 (B), TERM, is hereby amended to read as follows: Renewals will be at the price and on the terms and conditions of ABI in effect as of thirty (30) days prior to the last date for receipt by either party of a written notice cancelling the renewal for any given service order, in order to allow custo.uer reasonable time within which to make an informed decision as to cancellation versus auto- matic renewal of the service order. 2. Notwithstanding paragraph 8, TAXES, customer shall not be liable for payment of any tax from which it is otherwise exempt by law. 3. With respect to termination of the agreement and in accordance with paragraph 17 (D), TERMINATION, ABI shall take reasonable efforts to restore any portion of customer's premises in a good and workmanlike manner to the same or similar condition existing immediately prior to removal of products provided under a service order in those cases in which removal of the products by ABI has resulted in damage or destruction of the premises. 4. Contrary to paragraph 20 (C), GENERAL, this agreement shall be construed in accordance with and governed by the laws of the State of Florida. 5. The continuation or renewal of the term of any service order placed hereunder shall be contingent upon the annual appro- priation by the Board of County Commissioners of funds neces- sary for payment of all anticipated monthly charges for the ensuing fiscal year, notwithstanding that the nominal term of the service order may be for a period extending beyond the end of any given fiscal year. SERVICE AGREEMENT APPENDIX A. Definitions L Upgrade. An upgrade is an enhancement to an in- stalled system involving a major common equipment and/or software substitution. 2. Addition. An addition is the provision of addi- tional or supplementary equipment or software to an installed system, not classified as an upgrade. 3. ' Service Period. The service period is the term selec- ted by Customer, from those offered by ABI, during which a product or service is to be provided by ABI at specified charges. B. ClassiJtcation ABI will determine whether an approved service modification constitutes an upgrade or an addition. C. Upgrades 1. An upgrade may be requested at any time prior to expiration of the service period. 2. An upgrade results in termination of the previously installed service, and applicable termination charges (if any) must be paid by Customer for any equipment removed to effect the upgrade. 3. Customer must enter into a new agreement with ABI covering both the newly installed equipment and any common equipment remaining from the original system. 4. The terms and conditions of the new agreement (in- cluding available service periods and charges) will be those then currently offered by ABI, except that the new agreement must have a service period longer than one (1) month. Customer will not be required to pay installation charges on any equipment remaining from the original system. D. Additions 1. Equipment can be added to an existing system at Customer's option. ABI's then current charges will apply to the addition(s). 2. If at least thirty (30) days remain in the existing sys- tem's service period, Customer may elect to include the addition(s) on the existing agreement and to pay for the addition(s) over the remainder of the existing system's service period. ABI's then current charges for the addition(s) for that service period will be im- posed; if ABI does not then offer that service period for the addition(s), the charges for the addition(s) will be those for the longest available service period that is shorter than the existing system's service period. 3. If less than thirty (30) days remain in the existing system's service period, the addition(s) must be placed on the one (1) month service period at the then current rates and charges for that service period. 4. Alternatively, Customer may select, from those then made available by ABI, a service period equal to or shorter than the time remaining in the existing sys- tem's service period. If the payment period selected for the addition(s) is shorter than the existing sys- tem's service period, Customer must, upon expira- tion of that shorter service period, either have the addition(s) removed or select a new service period, in accordance with paragraphs 2, 3 and 4 herein. 5. Termination charges will apply in the event of dis- continuance of an addition prior to expiration of its selected service period. E. Changes in Service Period I. Subsequent to the establishment of service for an item of equipment or a system, Customer may re- quest that the existing service period be replaced by any other service period then offered by ABI for the item or system for which the request is made. ABI's then current charges for the service period selected will apply. 2. No credit will be given for payments made during the original service period, but one-time charges will not be reapplied. 3. Termination charges for the original service period will apply if the new service period is shorter than the remainder of the original service period. 4. In the case of a service period change for an item of equipment, the new service period must be shorter than the time remaining in the service period for the system as a whole. F Lump Sum Payment I. At any time, Customer may prepay the total out- standing monthly charges to become due under Cus. tomer's Agreement with ABI. Payment of less than the total outstanding is not permitted. 2. For prepayment of six (6) or more monthly pay- ments, the amount clue will be reduced by an amount equal to the total of the monthly charges remaining multiplied by the product of the number of months prepaid and a factor based on then current ABI dis- count procedures. 3. Customers who change the length of a prepaid ser- vice period will be credited any unused portion of the prepayment, subject to applicable termination charges, if any, as specified in paragraph E.3, above. 4. Customers who terminate service prior to the expira- tion of a prepaid service period will have termination charges deducted from the unused portion of the prepayment; any balance will be credited to Customer. tr, LIMITED WARRANTY American Bell Inc. ("ABI") warrants that this product is in good working order on the date title passes to Customer. For products not already in Customer's possession, title passes to Customer on the date of shipment from ABI. For products already in Customer's possession, title passes to Customer on the date Customer's order is accepted by ABI. ABI further warrants that it will repair the product, without charge for parts and labor, if it fails to work if Customer notifies ABI within one (1) year from the date title passes to Customer of such failure. If ABI determines that the product cannot be placed in good working order, ABI, at its option, may either replace the product or refund the purchase price. Repair parts may be new or equivalent to new in performance. They will be furnished on an exchange basis, and the returned parts will become the property of ABI. During the warranty period Customer must advise ABI of any change in the street address of the product. The warranty will only apply to products located within the conterminous forty-eight (48) United States. If Customer modifies the product during the warranty period and such modification, in ABI's opinion, impedes ABI's testing or repairs of the product or creates a safety hazard, the modification must be removed at Customer's expense, or Customer will pay any extra costs ABI incurs because of the modification. Warranty Exclusions This warranty does not cover damages, defects, malfunctions or product failures caused by: (a) Customer's failure to follow ABI's installation, operation or maintenance instructions; (b) Customer's modification of the product; (c) Customer's abuse, misuse or negligent acts; and (d) Power failure or surges, fire, flood, accident, actions of third parties and other events outside ABI's control. EXCEPT AS SPECIFICALLY MADE HEREIN, ABI AND ITS AFFILIATED SUBCONTRACTORS AND SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY DIS- CLAIM ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Neither ABI nor its affiliates, subsidiaries, parent corporation, or any of its parent's affiliates or subsid- iaries shall be liable for any indirect, incidental or consequential damages (including lost profits) sustained or incurred in connection with installation, maintenance or repair of the product or caused by product defects or the partial or total failure of the product, regardless of the form of action, whether in contract, tort including negligence, strict liability, or otherwise and whether or not such damages were foreseen or unforeseen. Customer's sole remedy against ABI or any affiliated subcontractor or supplier for loss or damage caused by product defects or partial or total failure of the products, or arising in connection with the installation, maintenance or repair of the product or arising from any breach of warranty regardless of the form of action, whether in contract, tort including negligence, strict liability or otherwise, will be the repair, replacement or refund as set forth above and the lesser of (a) the amount of actual direct damages which are proven or (b) the equivalent of one (1) month's recurring charges for the product which would apply if the product was provided on a month-to-month service agreement at the time of loss. - - Service Agreement Equipment Supplement Contract No. Supplement No. SA Customer Name ATR'iANPC* gMrt tort Order No. /NOign) �1 Vr<rL Ccr V'll °• Address Branch Addres U 5 S'TKkrf i t7 q 0V LAKfF t;" , a J t✓rP r od City State Zip City State Zip (/- /1',- o /a 96 01 OJ o 0 FLortra r—•„rn.,r P—actt The Prnvitinn of The Fnllnwina Products/Services Subject To Thi, forms And Conditions Of The Contract Referenced Above. ' A Minimum Of Three (3) Months' Charges Will Apply To All Products Initially Prnwirtari On A Mnnth•To•Month Service Period. Equipment Location: (Address) AY F1 l N ( /t6 2 Mt A t Arrrerice I gem! c. SYS 11N11 �n/ �. ,� t _ Installation/ City II // State Zip Term Monthly Monthly Up Front Product/Service Description Item Code (Months)' Quantity Charge Charges (One -Time) Authorized Signature Typed Name C. B. Hardin, .Jr. /Ph. D. Pet Unit TY�a�v � Charges Title 1?K.gvc1-! Al A OJ 4-<5&'rx" Yg- 3 # o 13.0 fi3S.u0 { Igo.uo-Le, 40.0 ..0, TK LlNf< dA Ck, CA 6`1 f t;� State Zip s t � z c Date %C14MK Pot, CAnrZ trrr2 YFi I i,S.U0 GS•vO d RAiAT•s /4-ocicHxt 0'-(00 -0C, o '- Subtotal From Attached ( O ) Additional Pages .- Subtotal r o • d d S• u O 3 .0 C Shipping Amount Of Advance Payment Total T l09.ua %Cl6.0 ' A Minimum Of Three (3) Months' Charges Will Apply To All Products Initially Prnwirtari On A Mnnth•To•Month Service Period. Equipment Location: (Address) AY F1 l N ( /t6 2 Mt A t Arrrerice I gem! c. SYS 11N11 �n/ �. ,� t _ City II // State Zip Received By: V �r +2o i�4A�N /CG tt f 0 __ O Scheduled Installation/Delivery Date: Accepted By: Auth Custome l natur n Authorized Signature Typed Name C. B. Hardin, .Jr. /Ph. D. 'typed Name�• w. TY�a�v � Title Asst. to County Administrator Title 1?K.gvc1-! Al A OJ 4-<5&'rx" Date December 7, 1983 Address D•� zt✓� S�tr_ City I�K c .� .✓ State Zip s t � z c Date