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APPROVED, AS TO
FORM 6Y
MASTER SERVICE AGREEMENT
FOR PROCUREMENT OF PAGING SERVICES AND EQUIPMENT
BETWEEN
CITY OF CARMEL,INDIANA
AND
AMERITECH MOBILE SERVICES,INC.
TABLE OF CONTENTS FOR
MASTER SERVICE AGREEMENT
ARTICLE I. AGREEMENT,TERM AND DEFINITIONS
1.1 Scope of Agreement 2
1.2 Term 2
1.3 Certain Definitions 2
ARTICLE II. ISSUANCE OF ORDERS AND PROVISION OF SERVICES
2.1 Issuance of orders 3
2.2 Preprinted Paging Service Order Terms and Conditions 4
2.3 Marketing and Technical Support 4
2.4 Use of Paging Services 4
2.5 Paging Unit Rental 4
ARTICLE III. PRICING AND PAYMENT
3.1 Pricing 4
3.2 Billing 4
3.3 Payment 5
ARTICLE IV. WARRANTIES,INDEMNITIES AND LIABILITIES
4.1 Warranty Disclaimer 5
4.2 Cross Indemnification 5
4.3 Limitation of Liability 6
4.4 Paging Service Interruption Credits 6
ARTICLE V. TERMINATION
5.1 Disconnection and Termination of Paging Service 7
ARTICLE VI. REGULATION
6.1 Regulatory Requirements 8
i
ARTICLE VII. MISCELLANEOUS
7.1 Binding Nature,Assignment, and Subcontracting 9
7.2 Notices 9
7.3 Counterparts 10
7.4 Headings 10
7.5 Relationship of Parties 10
7.6 Approvals and Similar Actions 10
7.7 Electronic Communications 10
7.8 Disputes Resolution 10
7.9 Compliance with Laws 11
7.10 Force Majeure 11
7.11 Severability 11
7.12 Waiver 11
7.13 Remedies 11
7.14 No Third Party Beneficiaries 11
7.15 Survival of Terms 11
7.16 Purposely left blank 12
7.17 Trademarks 12
7.18 Governing Law 12
7.19 Entire Agreement 12
7.20 Paging Unit Numbers 12
7.21 Representative 12
ii
MASTER SERVICE AGREEMENT
For Procurement of Paging Services and Equipment
THIS AGREEMENT, effective as of the (Q' day of (Ural , 2002 (the
"Effective Date"), is by and between AMERITECH MOBILE SERVICES, INC., a Delaware
corporation on behalf of itself and its affiliates licensed to operate paging systems
("Ameritech"), and CITY OF CARMEL, INDIANA("CITY OF CARMEL, INDIANA").
WITNESSETH:
WHEREAS, CITY OF CARMEL, INDIANA desires to purchase certain paging services
and equipment. Further, CITY OF CARMEL, INDIANA desires to have the right to obtain
additional services from Ameritech from time to time during the term of this Agreement; and
WHEREAS, Ameritech wishes to sell, and Company wishes to buy, such services,
equipment and certain other optional features, all upon the terms and conditions set forth in this
Agreement;
NOW THEREFORE, in consideration of the mutual covenants and agreements contained
herein, and other good and valuable consideration received and to be received, the sufficiency of
which is hereby acknowledged, Ameritech and CITY OF CARMEL, INDIANA hereby agree as
follows:
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ARTICLE I. AGREEMENT,TERM AND DEFINITIONS
1.1 Scope of Agreement. During the term of this Agreement, Ameritech will provide
to CITY OF CARMEL, INDIANA and CITY OF CARMEL, INDIANA may obtain from
Ameritech the Paging Services (as defined herein) set forth in Orders (as defined herein) in
accordance with the terms and conditions set forth in this Agreement, and other documents
referenced in or incorporated into any of the above documents (all collectively referred to as the
"Agreement") provided that Ameritech is able to obtain, retain, and maintain suitable facilities,
licenses and rights for the construction and maintenance of the paging systems (as hereinafter
defined) without unreasonable expense.
1.2 Term. The initial term of this Agreement and the term of the Pricing Exhibit
(Exhibit "C") shall be for two (2) years commencing on the Effective Date unless earlier
terminated by either party as set forth in this Agreement. The term of any Order and any other
pricing amendments or agreements are independent of the term hereof and shall be set forth in
such Order, amendment or agreement. Upon expiration of the initial two (2) year term, this
Agreement shall be renewed automatically for successive one (1) month terms unless and until
terminated by either party by delivery of notice of not less than thirty (30) days prior to the
effective date of such termination.
1.3 Certain Definitions. The following definitions shall apply to this Agreement:
(a) "Affiliate" means, except as otherwise indicated herein, with respect to an entity,
any entity which (i) is controlled by the CITY OF CARMEL, INDIANA, (ii)
under common control with the CITY OF CARMEL, INDIANA, or (iii) controls
the CITY OF CARMEL, INDIANA.
(b) "Authorized User" means any person or entity, including CITY OF CARMEL,
INDIANA, Affiliates of CITY OF CARMEL, INDIANA and Employees for
whom the CITY OF CARMEL, INDIANA assumes liability under this
Agreement.
(c) "Paging Service Area" means a specific geographical area in which the
Ameritech or one of its affiliates is authorized under a Federal Communications
Commission ("FCC") license to provide Paging Service. Exhibit "B" to this
Agreement sets forth the Paging Service Areas applicable to this Agreement.
(d) "Paging Unit Number" means a telephone number which accesses a Paging Unit
which number is assigned to CITY OF CARMEL, INDIANA or an Authorized
User by Ameritech and becomes associated with a particular Paging Unit.
(e) "Paging System" means a system or network by means of which Paging Service
is provided.
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(f) "Employee" means an individual employed by CITY OF CARMEL, INDIANA
or an Affiliate during the Term of this Agreement.
(g) "FCC" means the Federal Communications Commission.
(h) "Paging Unit" means Paging receiving and accessory equipment which is
technically and operationally compatible with the Paging System. Paging Units
may be tone only, numeric display or alphanumeric display.
(i) "Order" means Ameritech's form of service order for acquisition of Paging
Services under this Agreement, a copy of which is attached hereto as Exhibit
" "
(j) "Paging Service(s)" means the radio paging communications services provided
under this Agreement.
(k) "Paging Service Abuse" means unauthorized use of Paging Services by an
individual, customer or entity where access to such use was gained as a result of
the negligent or intentional act of CITY OF CARMEL, INDIANA or any person
acting by, through or under CITY OF CARMEL, INDIANA. Paging Service
Abuse includes, but is not limited to, use which is illegal or use of foul or profane
language.
(1) "Tariff' means any tariff or other rate plan filed by Ameritech with and approved
by the FCC or other regulatory agency.
ARTICLE II.ISSUANCE OF ORDERS AND PROVISION OF SERVICES
2.1 Issuance of Orders. Paging Services shall be ordered by an Authorized User by
completing an Order and presenting such Order together with proper identification demonstrating
affiliation with Company to Ameritech or an authorized Ameritech dealer.
Ameritech understands that CITY OF CARMEL, INDIANA may prefer to order Paging
Services by means of Company's standard purchase order form and/or purchase order number.
Ameritech agrees to permit such ordering process so long as the purchase order identifies this
Master Service Agreement and provided by signing this Master Agreement, CITY OF
CARMEL, INDIANA acknowledges that in the event of conflict between the terms of CITY OF
CARMEL, INDIANA's purchase order(s) and the terms of this Master Agreement, then the
terms of the Master Agreement will govern, for all purposes.
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01/z87ZUU2 15:15 FAX AMERITECH PAGING I002
2.2 Preprinted Paging Service Order Terms and Conditions. Any preprinted terms
and conditions appearing on the face or reverse sides of any Order, or attachments thereto, shall
be binding on the parties to such Order unless struck through thereon and initialed by CITY OF
CARMEL,INDIANA.
2.3 Marketing and Technical Support. Ameritech will provide to CITY OF
CARMEL, INDIANA the marketing support and other support service personnel necessary to
ensure that all Paging Service and support issues are addressed in a timely and efficient manner.
To the extent deemed necessary by Ameritech in providing support services, CITY OF
CARMEL, INDIANA shall provide Ameritech with a secure area on CITY OF CARMEL,
INDIANA's property for use by Ameritech personnel for providing support services.
2.4 Use of Paging Services.
(a) Paging Service is furnished for use by CITY OF CARMEL, INDIANA and/or
Authorized Users or Employees only.
(b) Paging Service shall not be used in any manner which would constitute Paging
Service Abuse.
2.5 Paging Unit Rental. Ameritech shall rent Paging units to CITY OF CARMEL,
INDIANA for use under the terms of this Master Service Agreement at the rates and charges set
forth in Exhibit"C" attached hereto and incorporated herein by this reference. If a Paging Unit
fails to operate for reasons other than the negligence or willful acts of an Authorized User, and
such failure continues for a period of twenty-four (24) hours, CITY OF CARMEL, INDIANA
shall notify Ameritech of such failure, return the defective Paging Unit to Ameritech, and
Ameritech shall exchange such Paging Unit within twenty-four (24) hours of such notification.
Upon expiration or termination of an Order, CITY OF CARMEL, INDIANA shall properly
package the Paging Unit associated with such Order and ship it at CITY OF CARMEL,
INDIANA's expense to Ameritech.
ARTICLE III. PRICING AND PAYMENT
3.1 Pricing. CITY OF CARMEL, INDIANA is primarily liable for and agrees
to pay Ameritech for Paging Service used by any Authorized User at the rates and charges
specified in Ameritech's Schedule of Rates and Charges set forth in Exhibit"C."
3.2 Billin . Ameritech will deliver on the 15th of every month to the Company, an
invoice in paper or electronic form_ The invoice will consist of all paging services
rendered to the Company by Ameritech, including applicable taxes and service fees
dictated by the federal government. All paging service charges will be rendered on a
monthly billing cycle.
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3.3 Payment.
A. CITY OF CARMEL, INDIANA is responsible for timely payment of all Paging
Service charges incurred by an Authorized User.
B. (i) A late payment charge of 1.0% per month will be imposed on any unpaid
balance remaining when any bill is not paid in full within thirty (30) days after
receipt of an invoice unless CITY OF CARMEL, INDIANA provides Ameritech
with a dispute notice described in Subparagraph 3.3B(ii), below. The 1.0%
charge will be applied to any unpaid balance carried forward, and will be imposed
on each and every subsequent bill, until any outstanding balance is paid in full.
(ii) If CITY OF CARMEL, INDIANA disputes any part of any bill, then in order
to avoid incurring late charges on the disputed amounts, CITY OF CARMEL,
INDIANA must provide Ameritech with a written notice of the dispute on or
before the bill's original due date. The notice must identify each disputed item
and state the reason why the item is disputed. Late Charges will abate from the
date the notice is received until the date the dispute is resolved to Ameritech's
satisfaction.
C. Except as otherwise set forth herein, any undisputed sum due to Ameritech
pursuant to this Agreement shall be payable within thirty (30) days after receipt
by CITY OF CARMEL, INDIANA of a correct invoice therefor from Ameritech.
ARTICLE IV. WARRANTIES, INDEMNITIES AND LIABILITIES
4.1 WARRANTY DISCLAIMER. Ameritech AND ITS AFFILIATES MAKE
NO WARRANTIES, EITHER EXPRESSED OR IMPLIED, CONCERNING THE
FACILITIES, EQUIPMENT OR THE PAGING SERVICE, INCLUDING, WITHOUT
LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR USE OR PURPOSE. IT IS INTENDED BY THE PARTIES THAT THIS
SECTION SHALL APPLY TO CITY OF CARMEL, INDIANA AND TO ALL AUTHORIZED
USERS.
4.2 Cross Indemnification. Ameritech and CITY OF CARMEL, INDIANA agree to
indemnify, defend and hold harmless the other from and against all claims, actions, damages,
liabilities, costs and expenses, including reasonable attorneys' fees and expenses for (i) any loss,
destruction or damage to property of the other or any third party, or (ii) the death or injury to
persons, including, but not limited to, employees or invitees of either party, to the extent caused
by or resulting from the negligent or intentional act or omission of the indemnitor, its servants,
invitees, agents, employees or representatives or persons performing on behalf of such party
hereunder. The indemnifying party shall pay or reimburse the other party promptly for all such
loss, damage or destruction.
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4.3 Limitation of Liability. Neither party shall be liable to the other pursuant to this
Master Service Agreement for any amounts representing indirect, consequential, exemplary, or
punitive damages of the other party. In no event shall Ameritech be liable to CITY OF
CARMEL, INDIANA for lost profits.
In no event shall Ameritech be liable for interruptions or delays in transmission or for
errors or defects in transmission; nor shall Ameritech be liable for failure to transmit when any
such problems are caused by CITY OF CARMEL, INDIANA, its agents or employees, acts of
God, fire, war, riots, government authorities or by other causes beyond Ameritech's control. No
credit allowance will be given for interruptions caused by the negligence or by the willful acts of
an Authorized User, or for interruptions caused by failure of service other than Ameritech's
service, or equipment failure of any kind.
4.4 Paging Service Interruption Credits.
(a) Upon CITY OF CARMEL, INDIANA's request, a credit allowance will be made
for any period of 24 hours or more during which Paging Service is unavailable.
Such Credit shall consist of a pro rata adjustment of the fixed monthly charges
billed by Ameritech for each affected Paging Unit. Any Paging Service
interruption will be measured from the time it is (a) reported to or (b) detected by
Ameritech, whichever occurs first. If any Paging Unit is affected by such
interruption for a period of less than 24 hours, no adjustment shall be made. If a
Paging Service interruption exceeds 24 hours, the length of the interruption will
be measured in 24 hour days from the time the interruption is first reported to or
detected by Ameritech. After the first 24 hours of Paging Service interruption,
any and all additional periods greater than 12 hours but less than 24 hours will be
considered an additional day. Any fraction of a day consisting of less than 12
hours will not be credited. The credit allowance will be computed by dividing
Ameritech's fixed monthly charges by a standard 30-day month, and then
multiplying the result by the length of the Paging Service interruption for each
affected Paging Unit. The credit will never exceed the applicable fixed monthly
charges. Such an adjustment will fulfill Ameritech's full and complete liability
for any Paging Service interruption, and no other liability will attach to Ameritech
as a result of any Paging Service interruption.
(b) Notwithstanding anything set forth in Subparagraphs 4.4(a) above, no credit
allowance will be given for any Paging Service interruptions caused by the
negligence or willful acts of CITY OF CARMEL, INDIANA and/or Authorized
User, or for any interruptions caused by failure of equipment which is not a part of
Ameritech's Paging System, or for any interruption caused by service which is not
provided by Ameritech.
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•
ARTICLE V. TERMINATION
5.1 Disconnection and Termination of Paging Service.
a. By Ameritech.
(i) If CITY OF CARMEL, INDIANA fails to pay any sum due Ameritech, or
materially violates any of the conditions of this Agreement, then upon written
notice to CITY OF CARMEL, INDIANA, Ameritech may, in addition to any
other rights or remedies available hereunder or at law or equity, either temporarily
discontinue or permanently terminate CITY OF CARMEL, INDIANA's Paging
Service in whole or in part including Paging Service to Authorized Users. No
credit allowance (as described in Subparagraph 4.4(a) above) shall be made, and
Ameritech shall not be liable to CITY OF CARMEL, INDIANA and/or any
Authorized User for any damages whatsoever which may result from any such
Paging Service interruption or termination. Except as provided in Subparagraph
5.1(a)(ii), below, after giving such notice, Ameritech will not discontinue Paging
Service for at least eight days.
(ii) If an Authorized User uses Paging Service and/or any Paging Unit in material
violation of this Agreement, then Ameritech will both take all action necessary to
protect the Paging System and/nr the Paging Service, and notify CITY OF
CARMEL, INDIANA of such violation. Upon receipt of such notice, CITY OF
CARMEL, INDIANA and/or Authorized User shall (1) immediately discontinue
or correct such use and (2) within five (5) days after receipt of Ameritech's notice,
provide Ameritech with written confirmation that such use has ceased. If CITY
OF CARMEL,INDIANA and/or Authorized User fails either (1)to discontinue or
correct such use, or (2) to give such written confirmation within the time stated,
then Ameritech shall disconnect Paging Service (without credit allowance as
described in Subparagraph 4.4(a), above) until CITY OF CARMEL, INDIANA
and/or Authorized User complies with this Subparagraph 5.1(a)(ii).
(iii) Ameritech shall refuse, discontinue or terminate Paging Service without notice or
liability in the event that either Paging Service or any Paging Unit is used by an
Authorized User in any way that can reasonably be expected to have an adverse
effect on Paging Service to other customers of Ameritech.
b. Termination by Either Party.
(i) Upon completion of the initial term, either party may terminate this Agreement, in
whole or in part, by giving thirty (30) days prior written notice of termination to
the other party. CITY OF CARMEL, INDIANA is responsible for payment of all
Paging Service charges incurred while this Agreement is in effect. Paging Service
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or early cancellation fees for the full minimum contract period of any specific
service plan as detailed in the Order shall apply, despite any such termination.
(ii) In the event that either Party becomes or is declared insolvent or bankrupt, is the
subject of any proceedings relating to its liquidation, insolvency or a receiver or
similar officer is appointed for it, or it makes an assignment for the benefit of all
or substantially all of its creditors, or enters into an agreement for the
composition, extension or readjustment of all or substantially all of its obligations,
then the non-defaulting Party may terminate this Agreement, in whole or in part,
upon written notice if the defaulting Party does not cure such default within ninety
(90) days of such event. Upon such termination, neither Party shall have
obligations or liabilities to the other, except CITY OF CARMEL, INDIANA shall
pay for actual Paging Service provided prior to the effective date of termination.
ARTICLE VI. REGULATION
6.1 Regulatory Requirements. The parties agree as follows:
(a) CITY OF CARMEL, INDIANA and Ameritech specifically acknowledge and
agree that this Agreement and the integrated Paging Services provided hereunder
have been negotiated and uniquely customized and tailored to satisfy the special
requirements of CITY OF CARMEL, INDIANA.
(b) The parties further agree that if the Paging Services provided hereunder are
required by a specific decision of applicable regulatory or judicial authority to be
provided under Tariff, or if a decision by a regulatory authority at the federal,
state or local level materially alters or invalidates this Agreement, or any material
provision hereof, or if Ameritech, in its sole discretion, files a Tariff for Paging
Services provided hereunder, that Ameritech shall give CITY OF CARMEL,
INDIANA notice at least thirty (30) days prior to the filing and then CITY OF
CARMEL, INDIANA, at its option, will (i) negotiate modifications to this
Agreement or to agree to the required Tariff prior to filing, as applicable, or(ii) in
the event CITY OF CARMEL, INDIANA in good faith determines that such
Tariff fails to materially preserve the provisions of this Agreement, CITY OF
CARMEL, INDIANA may terminate the Agreement or any Order, and receive-a
pro rata refund for any prepaid charges, and pursue any remedy to which CITY
OF CARMEL, INDIANA is entitled hereunder or by law, subject to any
limitations set forth in the Agreement. In the event of termination pursuant to this
Section, CITY OF CARMEL, INDIANA shall be entitled to receive functionality
equivalent to Paging Services hereunder if offered pursuant to Ameritech's Tariffs
and CITY OF CARMEL, INDIANA agrees to be bound by the terms of such
Ameritech Tariff(s).
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ARTICLE VII. MISCELLANEOUS
7.1 Binding Nature, Assignment, and Subcontracting. This Agreement shall be
binding on the parties and their respective successors in interest and assigns. If Ameritech
subcontracts or delegates any of its duties or obligations of performance in this Agreement or in
an Order, Ameritech shall remain fully responsible for complete performance of all of
Ameritech's obligations set forth in this Agreement or in such Order and for any such third
party's compliance with the non-disclosure and confidentiality provisions set forth in this
Agreement. This Agreement may be assigned by Ameritech to any of its affiliates. CITY OF
CARMEL, INDIANA shall not assign this Agreement in whole or in part without the prior
written consent of Ameritech.
7.2 Notices. Wherever one party is required or permitted to give notice to the
other pursuant to this Agreement, such notice shall be deemed given when delivered in hand,
when mailed by registered or certified United States mail, return receipt requested, postage
prepaid, or when sent by a third party courier service where receipt is verified by the receiving
party's acknowledgment and addressed as follows:
In the case of Company:
CITY OF CARMEL, INDIANA
Attn• Jim Kinder
31 1'Avenue NW
Carmel, IN 46032
With a copy to:
CARMEL CITY ATTORNEY
City Hall
One Civic Square
Carmel, IN 46033
In the case of Ameritech:
AMERITECH MOBILE SERVICES, INC.
2000 W. Ameritech Center Drive
Hoffman Estates, IL 60196
Attention: Manager, Paging Contracts, 2G8IE
Either party may from time to time change its address for notification purposes by giving
the other party written notice of the new address and the date upon which it will become
effective.
9
7.3 Counterparts. This Agreement may be executed in several counterparts, all of
which taken together shall constitute one single agreement between the parties.
7.4 Headings. The Article and Paragraph headings used herein are for reference and
convenience only and shall not enter into the interpretation hereof
7.5 Relationship of Parties. Ameritech is performing pursuant to this Agreement
only as an independent contractor. Ameritech has the sole obligation to supervise, manage,
contract, direct, procure, perform or cause to be performed its obligations set forth in this
Agreement, except as otherwise agreed upon by the parties. Nothing set forth in this Agreement
shall be construed to create a partnership relationship, a principal and agent relationship or a joint
venture relationship between Ameritech and CITY OF CARMEL, INDIANA.
7.6 Approvals and Similar Actions. Where agreement, approval, acceptance, consent
or similar action by either party hereto is required by any provision of this Agreement, such
action shall not be unreasonably delayed or withheld.
7.7 Electronic Communications. If Ameritech and CITY OF CARMEL, INDIANA
mutually agree, business communications between the parties, including, but not limited to,
purchase orders, invoices, and payment may be submitted electronically. In such case, the
parties shall mutually agree in writing upon supplemental terms and conditions, including
technical standards, for the electronic exchange of such items,
7.8 Disputes Resolution. In the event of any disagreement regarding performance
under or interpretation of this Agreement and prior to the commencement of any formal
proceedings, the parties shall continue performance as set forth in this Agreement and shall,
within sixty (60) days after the disagreement arises, attempt in good faith to reach a negotiated
resolution by designating an officer or person of appropriate authority to resolve the dispute. In
the event the disagreement is not resolved within such sixty (60) day period, either party may
thereafter commence formal proceedings.
7.9 Compliance with Laws. This Agreement and the parties' actions under this
Agreement shall comply with all applicable federal, state and local laws, rules, regulations, and
court orders, and governmental agency orders, including FCC rules, regulations, and orders
relating to resellers. If a court or governmental agency with proper jurisdiction determines that
this Agreement or a provision of this Agreement is unlawful, or if Ameritech determines in good
faith that this Agreement or a provision of this agreement is inconsistent with, or contradictory
to, the FCC rule, regulation or order relating to resellers or any other laws, rules, regulations or
court orders, this Agreement or that provision of this Agreement shall terminate. If a provision
of this Agreement is so terminated and Ameritech, in its reasonable discretion determines that it
legally, commercially, and practicably can continue this Agreement without the terminated
provision, the remainder of this Agreement will continue in effect, otherwise this Agreement
shall terminate upon the effective date of the termination of the provision.
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7.10 Force Majeure. The term "Force Majeure" shall be defined to include fires or
other casualties or accidents, acts of God, severe weather conditions, strikes or labor disputes,
war or other violence, or any law, order, proclamation, regulation, ordinance, demand, or
requirement of any governmental agency. A party whose performance, other than CITY OF
CARMEL, INDIANA's payment obligations hereunder, is prevented, restricted, or interfered
with by reason of a Force Majeure condition shall be excused from such performance to the
extent of such Force Majeure condition so long as such party provides the other party with
prompt written notice describing the Force Majeure condition and takes all reasonable steps to
avoid or remove such causes of nonperformance and immediately continues performance
whenever and to the extent such causes are removed.
7.11 Severability. If any provision of this Agreement is declared or found to be illegal,
unenforceable or void, then both parties shall be relieved of all obligations arising under such
provision, but only to the extent that such provision is illegal, unenforceable or void, it being the
intent and agreement of the parties that this Agreement shall be deemed amended by modifying
such provision to the extent necessary to make it legal and enforceable while preserving its
intent, or, if that is not possible, by substituting therefor another provision that is legal and
enforceable and achieves the same objective. If the remainder of this Agreement shall not be
affected by such declaration or finding and is capable of substantial performance, then such
provisions not so affected shall be enforced to the extent permitted by law.
7.12 Waiver. No delay or omission by either party to exercise any right or power shall
impair any such right or power or be construed to be a waiver thereof. A waiver by either of the
parties of any of the covenants, conditions or agreements to be performed by the other or any
breach thereof shall not be construed to be a waiver of any succeeding breach thereof or of any
other covenant, condition or agreement herein contained.
7.13 Remedies. All remedies set forth in this Agreement shall be cumulative and in
addition to and not in lieu of any other remedies available to either party at law, in equity or
otherwise, and may be enforced concurrently or from time to time.
7.14 No Third Party Beneficiaries. Other than as the result of an assignment in
accordance with Paragraph 7.1, this Agreement shall not be deemed to provide third parties,
including but not limited to Employees, with any remedy, claim, right of action, or other right;
except that the provisions in this Agreement shall inure to the benefit of the Affiliates,
Authorized Users and Ameritech's affiliates.
7.15 Survival of Terms. Termination or expiration of this Agreement for any reason
shall not release either party from any liabilities or obligations set forth in this Agreement which
(i) the parties have expressly agreed shall survive any such termination or expiration, or (ii)
remain to be performed or by their nature would be intended to be applicable following any such
termination or expiration.
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7.16 Purposely left blank.
7.17 Trademarks. In connection with the Paging Services provided hereunder, neither
party shall publish or use any advertising, sales promotions, press releases or other publicity
matters which use the other party's logo, trademarks or service marks without the prior written
approval of the other party. Neither party is licensed hereunder to conduct business under any
logo, trademark, service mark or trade name (or any derivative thereof) of the other party.
7.18 GOVERNING LAW. THE RIGHTS AND OBLIGATIONS OF THE PARTIES
UNDER THIS AGREEMENT SHALL NOT BE GOVERNED BY THE PROVISIONS OF
THE 1980 UNITED NATIONS CONVENTION ON CONTRACTS FOR THE
INTERNATIONAL SALE OF GOODS. RATHER THESE RIGHTS AND OBLIGATIONS
SHALL BE GOVERNED BY THE LAWS, OTHER THAN CHOICE OF LAW RULES, OF
THE STATE OF ILLINOIS.
7.19 Entire Agreement. This Agreement and all exhibits, documents, schedules and
orders are incorporated by reference into the Agreement and constitute the entire and exclusive
statement of the agreement between the parties with respect to its subject matter and there are no
oral or written representations, understandings or agreements relating to this Agreement which
are not fully expressed in the Agreement. This Agreement shall not be amended except by a
written agreement signed by both parties. My other terms or conditions included in any shrink-
wrap license agreements, quotes, invoices, acknowledgments, bills of lading, or other forms
utilized or exchanged by the parties shall not be incorporated in this Agreement or be binding
upon the parties unless the parties expressly agree in writing or unless otherwise provided for in
this Agreement.
7.20 Paging Unit Numbers. Neither CITY OF CARMEL, INDIANA nor any
Authorized User shall acquire any proprietary right in any Paging Unit Numbers assigned by
Ameritech. Ameritech has the right to assign, designate or change any Paging Unit Numbers as
Ameritech, in its sole discretion, deems reasonable or necessary; provided, however, that CITY
OF CARMEL, INDIANA shall receive the same legal and monetary consideration as that offered
by Ameritech to its retail distribution channels (if any) in connection with any such change.
Under no circumstances can CITY OF CARMEL, INDIANA retain any Paging Unit Number for
use with service purchased from a provider other than Ameritech.
7.21 Representative. For all purposes in the administration and performance of this
Agreement, each party will be represented by the person designated from time to time in writing
by such party as its representative assigned to administer this Agreement (the "Representative")
and by such other persons as the Representative may from time to time authorize to act for him
or her. Each party represents and warrants that such Representative shall have the authority to
bind such party unless and until such authority is revoked in writing.
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IN WITNESS WHEREOF, Ameritech and CITY OF CARMEL, INDIANA acknowledge
that each of the provisions of this Agreement were expressly agreed to and have each caused this
Agreement to be signed and delivered by its duly authorized officer or representative as of the
Effective Date.
AMERITECH MOBILE SERVICES, INC. CITY OF CARMEL, INDIANA
By: fit, fit- By:
Name: Robert Wilkins Name:
Title: Director, Paging Sales Title:
Date: f (7/012_ Date:
13
EXHIBIT A
PAGING SERVICE ORDER FORM
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EXHIBIT B
PAGING SERVICE AREA
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EXHIBIT C
SCHEDULE of DEVICES, RATES and CHARGES
Local Numeric Messaging
Monthly Local Numeric Messaging
$3.50
Includes: 250 Numeric Messages per month, $0.05 per Overcall.
Local Text Messaging
Monthly Local Text Messaging
$7.00
Includes: 8,000 Text Characters per month, $0.005 per Overcall.
Ameritech Corporate Paging Service Features
SO Cd-tdo att iktt-t k. -ego te-4a.
Generic Greeting No Charge
Data Cast (News and Information) No Charge
Regional Roaming No Charge
Internet Messaging (http://paging.acswireless.com) No Charge
E-Mail Messaging(Pager Number(a)paging.acswireless.com) No Charge
Duel Address 51.00
Name Insert $1.00
Text Rebroadcast(Text Devices Only) $1.50
Ameritech Corporate Paging Service Features Continued
Numeric Retrieval $1.50
Custom Greeting $2.00
Message Alert Voice Mail $2.95
Message Plus Voice Mail $4.95
Message Manager Voice Mail $5.95
Pin Based Toll Free 888# $3.50
Ameritech Paging Accessories
Safety Cord-Bungy (Qty. 50) Included
Customer Name Account Number
CoC/City Court 796690
CoC /Communications 797610
CoC /Community Relations 838242
CoC /Fire Dept. 797607
CoC /Street Dept. 797609
CoC / Council 822003
CoC /Dept of Comm Svcs 796513
CoC /Police Dept 795524
CoC /Admin 815497
CoC /Township Trustee's Office 832407
Carmel Sewer Collection 802104
Cannel Wastewater Trtmnt Plant 8002095
Carmel Water 802105
Cannel Water Distribution 802107
IN WITNESS WHEREOF, the parties hereto have made and executed this Rider as follows:
CITY OF CARMEL, INDIANA ("CITY") AMERITECH MOBILE SERVICES, INC.
("VENDOR")
By and through its Board of Public Works
and Safety
BY: BY:
, l�//2cll �Z/ A d /V,, .
mes Brainard Presiding Officer
Dates ' agC% ' t7, kc, GE4rHet
Printed Name
`� L A]LTc_TO C- . Pr+ G7, IN cT
Mary Al/Burke, ember Title
Date: (( i.3-0— o a.
FID/SSN: 3(r 33 7?o(/
AtDate: .2/S! C 2.
Billy Wall r, Member
Date: 672-
ATTEST:
( j
Diana
Cle a" surer � '��k
Date: A AO OA
EZ.WdminWPWVStohler\Contracts&Formal Documenta\BPW Signature Sheet docl/31/02]