Verizon Wireless/PagingVERIZON WIRELESS MESSAGING SERVICES
ACCOUNT AGREEMENT
This Account Agreement ("Agreement") is made and entered into as of January, 2004 ("Effective Date") by and between Verizon Wireless Messaging
Services, LLC dFo/a Verizon Wireless, with its headquarters located at Lewisville CPS Center, I720 Lakepointe Drive, Suite I00, Lewisville. TX 75057
("Carrier") and the City of Carmel, with a billing address located at 1 Civic Square, Carmel, Indiana 46032 ("Customer").
1. Services to be Performed by Carrier: Carrier and/or its affiliates shall provide services and may provide equipment to Customer subject to lhe terms
and conditions of this Agreement, any attaehmettt$ thereto,; and ali applicable federal, state and local laws, rules and regulations.
2. Term: The term of this Agreement shall begin on the Eft'ective Date and contthue for a period o~' three (3) years unless earlier term[sated pursuanl Io
the terms &this Agreement. Upon expiration of the initial term, this Agreement shall continue on a month to month basis until terminated by either
party upon thirty (30) days written notice.
3. Pricing: The equipment and services provided under this Agreement shall be provided in accordance with the Pricing Schedule set forth on this
Agreement and/or in Attachment 1, attached hereto and incorporated herein. Additional terms and conditions are set forth on Attachment 2, attached
hereto and incorporated herein. To the extent there is any conflict between the body of this Agreement and Attachment 2, the language of Attachment 2
shall prevail.
4. Billing and Payments: Customer will be billed on a monthly basis and Customer's bill will reflect the rates th effect under the applicable price plan at the
time charges are incurred, plus any other charges that apply and have been previously disclosed to Customer. Any unused call/packet counts from one
month may not be transferred to another. Call/packet counts may not be aggregated as between wireless devices on the same account. Payment is due
fifteen (15) days from the date of invoice. Customer waives any billing errors if Customer does not notify Carrier of such e~'ors in writing within sixty (60)
days from date of the invoice containing such error. If Customer defaults, Carrier may: (a) require Customer to return all Carrier owaed equipment to
Carrier, and/or (b) be entitled to a deficiency judgment. A LATE FEE PAYMENT OF THE GREATER OF UP TO ONE AND ONE-HALF PERCENT
(1.5%) PER MONTH (18 PERCENT ANNUALLY) OR ONE DOLLAR AND 50 CENTS ($1.50) PER ACCOUNT APPLIES TO BALANCES THAT
REMAIN UNPAID. HOWEVER, IF THIS LATE FEE EXCEEDS THAT ALLOWED BY APPLICABLE LAW, THEN THE MAXIMUM FEE
ALLOWED BY LAW SHALL APPLY. Customer shall pay all reasonable costs of collection, including payment of attorneys' fees and court costs.
These remedies shall be cumulative and in addition to any other remedies Carrier has at law or in equity.
5. Wlreless Equipment. Leased equipment remains the property of Carrier. Customer bears the risk of loss or damage to wireless equipment, whether
leased or purchased, once received, and if customer has purchased the equipment the same shall be deemed accepted w/thin fifteen (15) days of receipt
or when the equipment is activated and provided with service, whichever occm's earlier. However, Customer shall bare thirty (30) days from the date
the equipment is received to discover alleged defects in such equipment and to return the equipment to Carrier for a replacement of sintilar type.
Acceptance of the equipment shall be deemed a complete discharge of carrier's obligations as it concerns the equipment. If this Agreement is
terminated, Customer will return all leased wireless equipment and accessories provided under this Agreement in reasonably good condition or
reimburse Cat~-ier the amount of $20 for every one way numeric-only device, $45 Ibc every alpha-numeric device, and $100 for every two-way device
not returned in reasonably good condition. Lease charges will contthue to accrue until all wireless equipment is retu~med.
6. Relationship of the Parties: Both parties agree and understand that the services performed under this Agreement are performed by Carrier as aa
independent contractor and not as an employee &the Customer.
7. Limitaflon of Liability: Cartier shall not be liable to Customer, its employees, agents, or any third party for injuries to persons or property arising from
Customer% use of the services, the wireless equipment or related equipment, or for any defect in the services or equipment. Furthermore, Carrier shall
not be liable for the installation, repair or maintenance of the services or equipment by any parties who are not employees of Carrier, or subcontractars
of Carrier. Carrier's performance hereunder shall be excused if affected by eqmpment fmlure, acts of God, strikes, severe weather conthnons, fire, nots,
war, earthquakes, equipment or facility shortage or any other event or causes beyond Carrier's reasonable control. IN NO EVENT SHALL EITHER
PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES~ FIOWEVER
CAUSED, WillCil ARE INCURRED BY TIlE OTItER PARTY AND WHICIl ARISE OUT OF ANY ACT OR FAILURE TO ACT
RELATING TO TIllS AGREEMENT~ EVEN IF SUCH PARTY HAS BEEN ADVISED OF TIlE CLAIM OR POTENTIAL CLAIM OR OF
TIlE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SIlALL CARRIER BE LIABLE FOR LOSSES, DAMAGES, OR CLAIMS
ARISING OUT OF CUSTOMER'S USE OR ATTEMPTED USE OF EMERGENCY SERVICES~ NOR SItALL CARRIER BE LIABLE FOR
CUSTOMER'S INABILITY TO ACCESS EMERGENCY SERVICE.
8. INFORMATION REGARDING WARRANTIES: Carrier agrees to assign to Customer any of the manufacturers' consumer warrant/es received by
Carrier and intended for the end user with respect to the wireless equipment. CUSTOMER ACKNOWLEDGES THAT CARRIER IS NOT THE
MANUFACTURER OF THE WIRELESS EQUIPMENT AND CUSTOMER AGREES THAT CARRIER HAS NOT MADE AND MAKES NO
REPRESENTATIONS OR WARRANTIES WHATSOEVER, DIRECTLY OR INDIRECTLY, EXPRESS OR IMPLIED, AS TO THE SUITABILITY,
DURABILITY, FITNESS FOR USE, MERCHANTABILITY, CONDITION OR QUALITY OF THE WIRELESS EQUIPMENT. WlTH RESPECT
TO CARRIER, CUSTOMER PURCHASES OR LEASES THE WIRELESS EQUIPMENT "AS IS." CAILRiER SHALL NOT BE LIABLE TO
CUSTOMER FOR ANY LOSS, DAMAGE OR EXPENSE OF ANY KIND OR NATURE CAUSED DIRECTLY OR INDIRECTLY BY THE
WIRELESS EQUIPMENT, OR BY ANY iNTERRUPTION OF SERVICE OR LOSS OF USE OF THE WIRELESS EQUIPMENT, OR FOR ANY
LOSS OF BUSINESS OR DAMAGE WHATSOEVER AND HOWSOEVER CAUSED UNLESS LOSS OR DAMAGE IS DIRECTLY CAUSED BY
CARRIER'S WILLFUL MISCONDUCT. CUSTOMER ACKNOWLEDGES THAT MERE DISSATISFACTION WITH THE WIRELESS
EQUIPMENT WILL NOT RELIEVE CUSTOMER OF ANY OBLIGATION UNDER THIS AGREEMENT. NOT WITHSTANDING THE ABOVE,
CUSTOMER MAY RETURN THE EQUIPMENT PER THE TERJvlS OF SECTION 5 HEREIN.
9. Intellectual Property: Carrier shall have no liability for violation of any patent, copyright, trademark or trade secret or tbr violation of any license o~
franchise arising out of or resulting from (a) the use of the services or ~vireless equipment in combination with any other product or service not supplied
by Carrier, or (b) modification of the services or wireless equipment by, or on behalf of Customer.
I0. Indemnity: To the extent allowed by law, Customer agrees to indemnify, hold harmless, and defend Carrier against any claims relating to Customer's
misuse of service or equipment under this Agreement. Customer agrees to reimburse Carrier for any and all costs and reasonable attorneys' fees
incurred by Carrier in defending any claims relating to Customer's misuse of service or equipment. Carrier agrees to cooperate with Customer in the
Customer s defense of any clair s relating to Customer s alleged m suse of serv ce or equipment.
VERIZON WIRELESS MESSAGING SERVICES
ACCOUNT AGREEMENT
11. Confidential Information: Consistent with the Indiana Access To Public Records Act and other applicable la}v, Customer shall hold in strictest
confidence information provided to it by Carrier that is marked confidential or proprietary ("Confidential Information") for the term of this Agreement
and for a period of two years following the expiration or termination of this Agreement. Customer acknowledges that Carrier would suffer irreparable
damage in the event of any material breach of these provisions. Accordingly, in such event, Carrier would be entitled to obtain preliminary and final
injunctive relief, as well as any other applicable remedies at law or in equi;y as the result of a breach or threatened breach of this section.
12. Termination: A non-breaching party may terminate this Agreement if the other party commits a material breach of any term or condition of this
Agreement and fails to cure such breach within a thirty (30) day period after receiving written notice of such breach. Except as provided above, if
customer has less than ten (10) wireless devices in service and term/nates service to any wireless devices in the first year of this a~!greement, then
Customer shall pay $25.00 per unit to Ca,flor for each such termination. If customer has ten (10) or more wireless devices in service and terminates
service on thirty (30) percent of the wireless devices originally in service during the first year ofthls Agreement, then customer shall pay Career the
monthly fee for each terminated device multiplied times the number of months remaining in the term of this Agreement. Fmfi~ermore, if Carrier
determines that Customer is misusing the equipment or service ill any manner, then carrier may terminate and/or suspend service without notice to
customer. In such case, the monthly fee for each terminated or suspended device will be deemed waived for the period of the suspension or
termination.
13. Availability of Service: Messaging and paging services use radio transmissions, so Carrier cannot provide service when cuslomer's wireless
equipment is not in rmlg¢ of one of our transmission sites, or a transmission site of another company that has agreed to carry Carrier's service, or il'there
is not sufficient network capacity available at the moment. Also, there are places, particularly in remote areas, with no service at all. Weather,
topography, buildings, Customer's wireless equipment, and other conditions Carrier does not control may also cause dropped calls or other problems
14. Response Procedure: If service is unavailable in Carrier's service area for more than twenty-four (24) continuous hours due to Can'ier's fault, Carrier
will give Customer a pro rata daily credit for the period Customer is without service. To receive such credit, Customer must notify Carrier in writing
within thirty (30) days after the first bill is received for the period during which the inten'uption started.
15. Assignment: Carrier may assign, in whole or in part,/ts rights or duties under this Agreement to any assignee, ttpon prior writtett notice to Customer.
Customer may not assign this Agreement without the prior written consent of Carrier, which shall not be unreasonably withheld. Subject to these
restrictions, this Agreement shall apply to, inure to the benefit of, and be binding upon the successors and assignees of the respective parties.
16. Notices: All notices required or permitted to be given hereunder shall be in writing and shall be valid and sufficient if dispatched by (a) registered or
certified mail, postage prepaid, in any Post Office in the United States; (b) hand delivery; (c) overnight courier; or (d) facsimile transmission upon
confitynation of receipt by the recipient.
If to Carrier: If to Customer, to the billing address of record
Executive Director, Sales & Operations maintained by Carrier:
Verizon Wireless Messaging Services
1720 Lakepointe Drive, Suite 100
Lewisville, TX 75057
17. Severability: Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable
]aw. If any provision of this Agreement shall be held by a court of competent j urisdiction or by a duly appointed arbitrator to be invalid or [men thrceab/e
under applicable law, such provision shall be ineffective only to the extent of its invalidity or unentbrceabil~ty, and the remainder of such provision and
the remaining provisions of this Agreement shall remain in full force and efi~ct.
18. Wireless Number And/Or lnternet Address: Carrier will assign one wireless telephone number (also retched to as an '*access numbcW, "pager
number", or "wireless number"), cap code and/or Interact address, if applicable, to each unit in service. Subject to any applicable federal law regardi,g
wireless numberportabilit~, Customer agrees that it does not have any property right or ownership in the wh'eless number, cap code or lmernet add ross
or in the personal identification number ("PIN(s)") the Customer or Can'ier may establish. Can'ier may change the Customer's wir'¢lcss aumbc~ il'
Carrier determines it is necessary to comply with regulatory and/or commercial requirements, however, Cm*ier shall not arbitrarily change Customer's
wireless number and in the event of chm~ge Carrier shall specifically advise Customer of the reason for such change.
19. Charges.
19.1. Charges: Subject to the terms and conditions ofthls Agreement, Customer is required to pay a monthly service charge, and charges roi'
messages, packets and/or pages over the monthly limit, and charges for activation, suspension, reconnection and termination, if applicable, as well as
fees related to Ca~xier's regulatory and/or governmental costs.
19.2. Tax: If any federal, state or local government tax, fee, duty, or surcharge (collectively retch-ed to as a ,,Tax,,) is required by applicable law to
be collected from Customer by Carrier, then (a) Carrier shall bill Customer for such Tax, (b) Customer shall timely remit such Tax to Carrier, and (c)
Carrier shall, where applicable, remit such collected Tax to the appropriate taxing authority. If Carrier does not collect a Tax because Customer has
provided Carrier with evidence of exemption, and if such as an exemption is later determined to be inadequate, then, as between Candor and Customer,
Customer shall be liable for such uncollected Tax and for all interest, penalties and additions to Tax which are determined to be due with respect to such
uncollected Tax.
20. Authority: The parties hereby represent that they have full power and authority to enter into and perform this Agreement and know of no contracts,
agreements, promises or undertakings that would prevent the full execution and perfotynance of this Agreement.
21. Reservation of Rights: Either party's waiver of any of its remedies for a breach by the other party shall not operate to waive any other remedies
available to it, nor shall such waiver operate to waive rights to any remedies for a future breach, whether of a like or different character.
22. Dispute Resolution And Mandatory Arbitration: INSTEAD OF SUING IN COURT, BOTH PARTIES AGREE TO SETTLE DISPUTES
(EXCEPT CERTAIN SMALL CLAIMS) ONLY BY ARBITRATION. THE RULES IN ARBITRATION ARE DIFFEI>.ENT. THERE IS NO
JUDGE OR JURY, AND REVIEW IS LIMITED, BUT AN ARBITRATOR CAN AWARD THE SAME DAMAGES AND RELIEF, AND
VERIZON WIRELESS MESSAGING SERVICES
ACCOUNT AGREEMENT
22.I. THE FEDERAL ARBITRATION ACT APPLIES TO THIS AGREEMENT. ANY CONTROVERSY OR CLAIM ARISiNG OUT OF OR
RELATiNG TO THIS AGREEMENT, OR ANY PRIOR AGREEMENT FOR WIRELESS SERVICE WITH CARRIER OR ANY OF ITS
AFFILIATES OR PREDECESSORS iN iNTEREST, OR ANY PRODUCT OR SERVICE PROVIDED UNDER OR 1N CONNECTION WITH THIS
AGREEMENT OR SUCH A PRIOR AGREEMENT, OR ANY ADVERTISING FOR SUCH PRODUCTS OR SERVICES, WILL BE SETTLED BY
ONE OR MORE NEUTRAL ARBITRATORS ON AN iNDIVIDUAL BASIS BEFORE THE AMERICAN ARBITRATION ASSOCIATION
("AAA") OR BETTER BUSINESS BUREAU ("BBB") AS DESCRIBED BELOW. (IF CUSTOMER'S LOCAL SMALL CLAIMS COURT
OFFERS ARBITRATION, CUSTOMER MAY ALSO USE THAT PROCESS FOR ANY DISPUTE THAT QUALIFIES.) THIS DOES NOT
CHANGE CUSTOMER'S SUBSTANTIVE RIGHTS, JUST THE POTENTIAL FORUMS FOR RESOLVING DISPUTES. IN ADDITION,
CUSTOMER CAN STILL BRING ANY ISSUES CUSTOMER MAY HAVE TO THE ATTENTION OF APPROPRIATE FEDERAL, STATE, OR
~E~FG.~VERNMENTAGEN~E~ANDTHEY~ANST~LL~IFTHELAWALL~WS~SEEKREL~EFAGA~NST~A~R~ER~N~UST~MER~!
22.2. FOR CLAIMS OVER $10,000, THE AAA'S WIRELESS INDUSTRY ARBITRATION ("WIA") RULES WILL APPLY. FOR CLAIMS
BETWEEN $2,500 AND $I0,000, THE AAA'S ARBITRATION RULES FOR THE RESOLUTION OF CONSUMER-RELATED DISPUTES (TEE
"CONSUMER RULES"), WHICH INCLUDE A SMALL CLAIMS COURT OPTION, WILL APPLY. FOR CLAIMS UNDER $2,500, THE
COMPLAiNiNG PARTY CAN CHOOSE EITHER THE CONSUMER RULES OR THE BBB'S RULES FOR BiNDiNG ARBITRATION. AN
ARBITRATOR MAY, UNDER ANY OF THESE RULES, REQUIRE EACH PARTY TO EXCHANGE RELEVANT EVIDENCE iN ADVANCE.
iN LARGE/COMPLEX CASES UNDER THE WIA RULES, THE ARBITRATORS MUST APPLY THE FEDERAL RULES OF EVIDENCE AND
THE LOSER MAY HAVE THE AWARD REVIEWED BY A PANEL OF THREE (3) NEW ARBITRATORS
22.3. CUSTOMER CAN OBTAIN RULES AND FEE INFORMATION FROM THE AAA (www. adr.org), THE BBB (w~vw.bbb.org) OR FROM
CARRIER. IF CUSTOMER CANNOT PAY THE REQUIRED ARBITRATION FEES, IF ANY, THERE ARE FEE WAIVER PROGRAMS. EVEN
IF CUSTOMER DOES NOT QUALIFY FOR A FEE WAIVER, CARRIER WILL PAY ALL BUT $I00 OF ANY COMBiNED FEES CUSTOMER
WOULD BE REQUIRED TO PAY FOR FILING AND A FIRST DAY OF ARBITRATION IF CUSTOMER COMPLETES CARRIER'S
MEDIATION PROGRAM. MEDIATION IS A PROCESS FOR MUTUALLY RESOLVING DISPUTES. A MEDIATOR CAN HELP PARTIES
REACH AGREEMENT, BUT DOES NOT DECIDE THEIR ISSUES. iN CARRIER'S MEDIATION PROGRAM, CARRIER WILL ASSIGN
SOMEONE (WHO MAY BE FROM CARRIER'S COMPANY) NOT DIRECTLY iNVOLVED iN THE DISPUTE TO MEDIATE. THAT PERSON
WILL HAVE ALL THE RIGHTS AND PROTECTIONS OF A MEDIATOR. NOTHiNG SAID iN THE MEDIATION CAN BE USED iN A LATER
ARBITRATION OR LAWSUIT. COMPLETiNG THE MEDIATION PROGRAM MEANS PARTICIPATING IN GOOD FAITH IN AT LEAST
ONE TELEPHONIC MEDIATION SESSION. CUSTOMER CAN CONTACT CARRIER AT www. verizonwireless.com OR THROUGH
CUSTOMER SERVICE TO FIND OUT MORE.
22.4.$UBJI~CT TO COURT RE~IE~I/, ONLY AN ARBITRATOR CAN DECIDE WHETHER AN ISSUE IS ARBITRABLE. AN
ARBITRATOR CAN ALLOCATE THE FEES AND COSTS OF ARBITRATION IN AN AWARD. IF AN APPLICABLE STATUTE PROVIDES
FOR AN AWARD OF ATTORNEY'S FEES, AN ARBITRATOR CAN AWARD THEM, TOO. ANY ARBITRATION AWARD MADE
AFTER COMPLETION OF AN ARBITRATION IS FiNAL AND BINDING AND MAY BE CONFIRMED 1N ANY COURT OF COMPETENT
JURISDICTION. AN AWARD AND ANY JUDGMENT CONFIRMING IT ONLY APPLIES TO THE ARBITRATION IN WHICH IT WAS
AWARDED AND CANNOT BE USED iN ANY OTHER CASE EXCEPT TO ENFORCE THE AWARD ITSELF.
22.5. IF FOR SOME REASON THESE ARBITRATION REQUIREMENTS DON'T APPLY, EACH PARTY WAIVES ANY TRIAL BY
JURY.
23. Entire Agreement: This Agreement, together with Attachment I and Attachment 2,; contains the full and complete understanding between the
parties, supersedes all prior agreements and understandings, whether written or oral pertaining to the services and cannot be modified except by a
~witten instrument signed by both parties.
24. Governing Law: This Agreement shall be governed by the laws of the State of New York regardless of any conflicts of laws or rules that would
require the application of the laws of another jurisdiction. Disputes requiring arbitration shall be resolved in New York City or lndianal~olis, IN for
customers with ten (10) or more wireless devices in service and in the largest U.S. city within 200 miles of customer's billing address for those
customers with less than ten (i0) devices in service.
25. Execution of Agreement: This Agreement may be executed in several counterparts, a copy of which shall be considered an original for ail purposes
whatsoever.
26. 1N WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
CUSTOMER:
CITY OF CARMEL
I CIVIC SQUARE
CARMEL, IN 46032
By:
Its Authorized Representative
Its:
Dated:
* Not for use in California or Texas
CARRIER:
VERIZON WIRELESS MESSAGiNG SERVICES,
LLC d/b/a VERIZON WIRELESS*
Dated:
ATTACHMENT NUMBER 1 FOR THE AGREEMENT
PRICING
Alpha and Numeric One-Way Pricing
NUMERIC Monthly Access Charge per page
Leased Service Fee (Includes Page Allowance
' over Allowance
Replacement i ..... Lease Fee) (Per Month) (per page)
Cost ~.~!~ i $ 3.~5 l~e~'~;ii{i~ U[{iT~{~}i ~X
~..uv ~ :.......,....: ~ ~. : ":
L R~[~..~y~_ .......~.~.~. ~. ~[.~ Unhm~ted NA ~
~PHA
Leased - New Service ~ Monthly Access
Fee (Includes Page Allowance** Charge per page
' (Per month~ over Allowance
Elites ~ Lease Fee) ' ~ (per page)
Replacement ~ ~ ~ ~ '.
C ...... Indiam $ 6 75 ~er mon~ Unlimited ~ NA
OSr ~y~ ~ ~ :.....~.r. [ :~
' ~ Regional ~ $12 95 per month Unlisted ~ '
State
**Two hundred forty (240) character limit per page.
117 PFi500
i Leased
i Replacement
Assured Messaging Two~Way Service
Monthly Access
Service Fee (Includes
Lease Fee)
Packet
Allowance**
Charge per packet
over Allowance
(Per Month)
Costs
$119.00 Local*
$13.50 per month Unlimited [
Note Loca service nc udes one or more Metropolitan Statistical Areas (MSA
** 100 characters per packet
1.7PF1500 i M~thl~Access ' Packet Charge per packet
Leased Service i Fee (Includes Allowance** over Allowance
Replacement
~ i Lease Fe~) i (Per Month) (per packet)
Costs i i
$119 00 Domestic Nationwide $19 95 oer month I lnl/mhoA
**100 characters perpacket
One-Way Enhanced Service Options
Vmce Marl Pk~. Level 2 $ 3 50 per month
~oup Call ~"5'6~
....................................................................................................................................... [...~. :.:==.Ptr
.......Custom Greetin~ ~ $ 1 O0 ~'othn
Page SavorS~ Numeric: ............... Re~eval:"'"~ ............................................................. i $1 O0 ~er month
Bungee Cords ~ $ 0.00 for imtial rollout,
ATTACHMENT NUMBER 1 FOR THE AGREEMENT
Pager Replacement Program (PRP)
Service i Monthly Fee First Loss I Second Loss Third Loss
1.7 PFi500 $ 2.00 per mon~ $75.00 $100 O0 i $150 O0
~:.~ ~ ~l~[ [ $ 2.00 ~er month $200.00 $250.00 i $375 00
?otc: V~S reserves the r ght to ch~ge or disconnnue models during this a~eement. The above prices are based on a two-yea
Shi!~oine Char~es and Misc. Charges
VWMS ~vill charge City of Carmel for shipping and handling. If rush charges are incurred, VWMS will
pass that charge onto City of Carmel. Rush charges vary by location and shipment weights. The cut off
time for all orders is 3:00 p.m., local time.
UPS Ground No Charge
Airborne 2nd day $5.95
Airborne Next day $9.95
Airborne AM $12.95
delivery
Saturday delivery $25.00
Taxes and Fees
Prices do not include state and local sales tax, and other applicable taxes, fees, charges, or
pass through assessments.
Enhanced Services
Voice Mail.
Allows callers to leave recorded voice messages in your personal mailbox. You are then
paged to let you know a message is waiting.
:package NuMber of MessageS Message Length Message
Held Retention
Time
Level 1 5 messages 30 second message 10 hours
Level 2 10 messages 60 second message 24 hours
Level 3 20 messages 90 second message 72 hours
Custom Greeting
Lets you personally greet people when they call your pager. Instead of hearing the beep,
callers hear your voice. You can update your greeting message as often as you like.
ATTACHMENT NUMBER 1 FOR THE AGREEMENT
PageSaversM Numeric Retrieval
PageSaversM makes sure you don't miss pages even if you leave your pager at home,
leave the coverage area or if the battery runs down. With PageSaversM, you just call your
pager number, and retrieve the most recent I5 pages you've received - it even tells you
the time and date the page was sent.
Alpha Paging Software
VWMS can provide City of Carmel with alphanumeric paging software for sending text
messages. This software will be made available upon the execution of a mutually beneficial
agreement.
Operator Dispatch
VWMS provides access to a National Dispatch Center; a 24 x 7 operator-answered
dispatch service that will type alphanumeric messages to the customer. Pricing is
determined by the type of dispatch desired and includes unlimited calls. Prices are in
addition to airtime.
Pager Replacement Program (PRP)
The Pager Replacement Program will protect you against theft, loss or damage to your
pager. Without PRP, you are responsible for the full pager replacement charge. With
PRP, any repairable damage is covered 100% and if your pager is lost, stolen or damaged
beyond repair, it will be replaced with a comparable one (see fee schedule).
Management Tools
Customized Billing, Detail Billing and E-Billing available at no extra charge. To access
to VWMS Glenayre functions will require City of Carmel to purchase Procomm Plus
software which runs $153.90.
Switch Over Savings
Four free months service with a three (3) year agreement, two free months with a two (2)
year agreement.
ATTACHMENT NUMBER 2 FOR THE AGREEMENT
THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES ("Agreement") is hereby entered
into by and between the City of Carmel, Indiana, acting by and through its Board of Public Works and
Safety ("City"), and Verizon Wireless Messaging Service ("Vendor").
TERMS AND CONDITIONS
ACKNOWLEDGMENT, ACCEPTANCE:
Vendor and City acknowledge that they have read and understand this Attachment.
PERFORMANCE:
City agrees to purchase the goods and/or services (the "Goods and Services") from Vendor using
City budget appropriation number 509.00/530.99/601.00/651.00 funds. Vendor agrees to provide
the Goods and Services and to otherwise perform the requirements of this Agreement.
PRICE AND PAYMENT TERMS:
3.1 Vendor estimates that the total price for the Goods and Services to be provided to City
hereunder shall be no more than Twenty-eight thousand Dollars ($28,000.00)
(the "Estimate"). Vendor shall submit an invoice to City no more than once every thirty
(30) days detailing the Goods and Services provided to City within such time period. City
shall pay Vendor for such Goods and Services within sixty (60) days after the date of
Vendor's invoice detailing same, so long as and to the extent such Goods and Services are
not disputed.
3.2
Vendor agrees not to provide any Goods and Services to City that would cause the total
cost of the Goods and Services provided by Vendor to City hereunder to exceed the
Estimate, unless City has previously agreed, in writing, to pay an amount in excess thereof.
WARRANTY:
Vendor expressly warrants that the Services covered by this Agreement will conform to the
specifications, samples and/or descriptions thereof furnished to Vendor by City and/or by Vendor
to and accepted by City, that the Services will be delivered in a timely, good and workmanlike
manner and free from defect. City acknowledges that Vendor is not the manufacturer of the
equipment.
TIME AND PERFORMANCE:
This Agreement shall become effective as of the last date on which a party hereto executes same
("Effective Date"), and both parties shall thereafter perform their obligations hereunder in a timely
manner.
DISCLOSURE AND WARNiNGS:
If requested by City, Vendor shall promptly furnish to City, in such form and detail as City may
direct, a list of ali chemicals, materials, substances and items used in or during the provision of the
Goods and Services provided hereunder, including the quantity, quality and concentration thereof
and any other information relating thereto. At the time of the delivery of the Goods and Services
provided hereunder, Vendor agrees to furnish to City sufficient written warning and notice
10.
(including appropriate labels on containers and packing) of any hazardous material utilized in or
that is a part of the Goods and Services.
LIENS:
Vendor shall not cause or permit the filing of any lien on any of City's property. In the event any
such lien is filed and Vendor fails to remove such lien within ten (10) days after the filing thereof,
by payment or bonding, City shall have the right to pay such lien or obtain such bond, all at
Vendor's sole cost and expense.
DEFAULT:
In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of
this Agreement, (b) fails to provide the Goods and Services as specified herein; (c) fails to make
progress so as to endanger timely and proper provision of the Goods and Services and does not
correct such failure or breach within five (5) business days (or such shorter period of time as is
commercially reasonable under the circumstances) after receipt of written notice from City
specifying such failure or breach; or (d) becomes insolvent, is placed into receivership, makes a
general assignment for the benefit of creditors or dissolves, each such event constituting an event
of default heremader, City shall have the right to (1) terminate all or any parts of this Agreement,
without liability to Vendor; and (2) exercise all other rights and remedies available to City at law
and/or in equity.
INSURANCE:
Vendor shall procure and maintain in full force and effect during the term of this Agreement, with
an insurer licensed to do business in the State of Indiana, such insurance as is necessary for the
protection of City and Vendor from all claims for damages under any workers' compensation,
occupational disease and/or unemployment compensation act; for bodily injuries including, but
not limited to, personal injury, sickness, disease or death of or to any of Vendor's agents, officers,
employees, contractors and subcontractors; and, for any injury to or destruction of property,
including, but not limited to, any loss of use resulting therefrom.
GOVERNMENT COMPLIANCE:
Vendor agrees to comply with ali federal, state and local laws, executive orders, roles, regulations
and codes which may be applicable to Vendor's performance of its obligations under this
Agreement, and all relevant provisions thereof are incorporated herein by this reference. Vendor
agrees to indemnify and hold harmless City from any loss, damage and/or liability resulting from
any such violation of such laws, orders, rales, regulations and codes. This indemnification
obligation shall survive the termination of this Agreement.
11.
12.
13.
14.
15.
16.
NONDISCRIMINATION:
Vendor represents and warrants that it and all of its officers, employees, agents, contractors and
subcontractors shall comply with all laws of the United States, the State of Indiana and City
prohibiting discrimination against any employee, applicant for employment or other person in the
provision of any Goods and Services provided by this Agreement with respect to their hire, tenure,
terms, conditions and privileges of employment and any other matter related to their employment
or subcontracting, because of race, religion, color, sex, handicap, national origin, ancestry, age,
disabled veteran status and/or Vietnam era veteran status.
NO IMPLIED WAIVER:
The failure of either party to require performance by the other of any provision of this Agreement
shall not affect the right of such party to require such performance at any time thereafter, nor shall
the waiver by any party of a breach of any provision of this Agreement constitute a waiver of any
succeeding breach of the same or any other provision hereof.
NON-ASSIGNMENT:
Vendor shall not assign or pledge this Agreement to a party unable to provide communications
services.
RELATIONSHIP OF PARTIES:
The relationship of the parties hereto shall be as provided for in this Agreement, and neither
Vendor nor any of its officers, employees, contractors, subcontractors and agents are employees of
City. The contract price set forth herein shall be the full and maximum compensation and monies
required of City to be paid to Vendor under or pursuant to this Agreement.
GOVERNING LAW; LAWSUITS:
This Agreement is to be construed in accordance with and governed by the laws of the State of
Indiana, except for its conflict of laws provisions. The parties agree that, in the event a lawsuit is
filed hereunder, they waive their right to a jury trial, agree to file any such lawsuit in an
appropriate court in Hamilton County, Indiana only, and agree that such court is the appropriate
venue for and has jurisdiction over same.
SEVERABILITY:
If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance,
executive order or other rule of law, such term shall be deemed reformed or deleted, but only to
the extent necessary to comply with same, and the remaining provisions of this Agreement shall
remain in full force and effect.
17.
NOTICE:
Any notice provided for in this Agreement will be sufficient if it is in writing and is delivered by
postage prepaid U.S. certified mail, return receipt requested, to the party to be notified at the
address specified herein:
If to City:
City of Carmel
One Civic Square
Cannel, Indiana 46032
ATTN: Marvin Stewart, Director, Communications Center
Douglas C. Haney, City Attorney
Department of Law
One Civic Square
Carmel, Indiana 46032
If to Vendor:
Verizon Wireless Messaging Service
P.O. Box 15110
Albany, NY 12212-5110
ATTN: Adrienne DuRant
18.
TERMINATION:
18.1 Notwithstanding anything to the contrary contained in this Agreement, City may, upon
notice to Vendor, immediately terminate this Agreement for cause, in the event of a default
hereunder by Vendor and/or if sufficient funds are not appropriated or encumbered to pay
for the Goods and Services to be provided hereunder. In the event of such termination,
Vendor shall be entitled to receive only payment for the undisputed invoice amount
representing conforming Goods and Services delivered as of the date of termination,
except that such payment amount shall not exceed the Estimate amount in effect at the time
of termination, unless the parties have previously agreed in writing to a greater amount.
18.2
Either party hereto may terminate this Agreement at any time upon thirty (30) days prior
notice to the other party. In the event of such termination, Vendor shall be entitled to
receive only payment for the undisputed invoice amount of conforming'Goods and
Services delivered as of the date of termination, except that such payment amount shall not
exceed the Estimate amount in effect at the time of termination, unless the parties have
previously agreed in writing to a greater amount.
19.
20.
REPRESENTATIONS AND WARRANTIES
The parties represent and warrant that they are authorized to enter into this Agreement and that the
persons executing this Agreement have the authority to bind the party which they represent.
ADDITIONAL GOODS AND SERVICES
Vendor understands and agrees that City may, from time to time, request Vendor to provide
additional goods and services to City. When City desires additional goods and services from
21.
22.
23.
24.
25.
26.
Vendor, the City shall notify Vendor of such additional goods and services desired, as well as the
time frame in which same are to be provided. Only after City has approved Vendor's time and
cost estimate for the provision of such additional goods and services, has encumbered sufficient
monies to pay for same, and has authorized Vendor, in writing, to provide such additional goods
and services, shall such goods and services be provided by Vendor to City. A copy of the City's
authorization documents for the purchase of additional goods and services shall be numbered and
attached hereto in the order in which they are approved by City.
TERIvI
Subject to the termination provisions set forth in Paragraph 18 hereinabove, this Agreement shall
be in effect from the Effective Date, and shall, on the first day of each January thereafter,
automatically renew for a period of one (1) calendar year, unless otherwise agreed by the parties
hereto.
HEADINGS
All heading and sections of this Agreement are inserted for convenience only and do not form a
part of this Agreement nor limit, expand or otherwise alter the meaning of any provision hereof.
BINDING EFFECT
The parties, and their respective officers, officials, agents, partners, successors, assigns and legal
representatives, are bound to the other with respect to all of the covenants, terms, warranties and
obligations set forth in Agreement.
NO THIRD PARTY BENEFICIARIES
This Agreement gives no rights or benefits to anyone other than City and Vendor and assignees.
ADVICE OF COUNSEL:
The parties warrant that they have read this Agreement and understand it, have had the opportunity
to obtain legal advice and assistance of counsel throughout the negotiation of this Agreement, and
enter into same freely, voluntarily, and without any duress, undue influence or coercion.
ENTIRE AGREEMENT:
This Attachment Number 2 along with Attachment Number 1 and the body of the Agreement
constitutes the entire agreement between Vendor and City with respect to the subject matter
hereof, and supersedes all prior oral or written representations and agreements regarding same.
NONDISCLOSURE AGREEMENT
This Agreement ("Agreement"), effective when executed by both parties, is made between Carmel Police Department, a Indiana Public Safety Department with
offices at 3 Civic Square, Carmel Indiana 46032, by and through the Carmel Board of Public Works and Safety ("Recipient") and Verizon Wireless Messaging
Services, LLC d/b/a Vedzon Wireless ("Verizon Wireless") having an office and principal place of business 17'20 Lakepointe Drive, Suite 100, Lewisville, TX
75057 to protect Confidential Information (hereafter defined) to be disclosed by the parties to each other with respect to a matter of mutual interest described as
VPN access to Verizon Wireless' information systems.
1. To facilitate discussions, meetings and the conduct of business between the
parties with respect to the matter of mutual interest described above, it may be
necessary for Verizon Wireless to disclose to the Recipient technical, customer,
personnel and/or business information in written, graphic, oral or other tangible or
intangible form including, but not limited to, specifications, records, data, computer
programs, drawings, schematics, know-how, notes, models, reports and samples.
Such information may contain proprietary or confidential material, or material
subject to applicable laws regarding secrecy of communications or trade secrets
("Confidential Information").
2. Unless terminated earlier by written notice, the term of this Agreement shall be
for three (3) years. The obligations incurred hereunder shall apply and survive with
respect to any Confidential Information disclosed during this term.
3. The parties acknowledge and agree that:
a. Ail Confidential Information disclosed by Verizon Wireless shall be and shall
remain the exclusive property of Verizon Wireless;
b. Recipient shall receive in confidence any Confidential Information; and shall
use such Confidential Information only for purposes of work, services, or analysis
related to the matter of mutual interest described above and for other purposes
only upon such terms as may be agreed upon between the parties in writing;
c, Recipient shall limit access to authorized employees who have a need to
know the Confidential Information in order for the Recipient to participate in the
matter of mutual interest described above. Recipient shall not disclose such
Confidential Information to agents, contractors or others without the prior written
approval of Verizon Wireless; and in the event of such approval, Recipient shall
obtain their written agreement, in a form acceptable to Verizon Wireless, to protect
Confidential Information provided hereunder;
d. Recipient shall return promptly to Verizon Wireless or destroy any copies of
such Confidential Information in written, graphic or other tangible or intangible form
at Verizon Wireless' request, providing to Verizon Wireless a list of all such
material destroyed; and
4, These obligations do not apply to Confidential Information which, as shown by
reasonably documented proof:
a. Was in the Recipient's possession prior to receipt from Vedzon Wireless; or
b. Was received by Recipient in good faith from a third party not subject to a
confidential obligation to Vedzon Wireless; or
c. Now is or later becomes publicly known through no breach of confidential
obligation by Recipient; or
d. Is disclosed to a third party by Vedzon Wireless without a similar non-
disclosure restriction; or
e. is authorized in writing by Verizon Wireless to be released or is designated in
writing by Vedzon Wireless as no tanger being confidential or proprietary.
f. Is required to be disclosed under Indiana's Access To Public Records Act or
by court order.
5. Recipient agrees that Vedzon Wireless may disclose Confidentia~
Information to an Affiliate, subject to the terms and conditions set forth
herein. For purposes of this Agreement, an Affiliate shall be defined as an
entity that controls, is controlled by, or is under common control with Vedzon
Wireless.
6. Recipient shall provide Vedzon Wireless with immediate notice of any
actual or potential requirement of any court or agency to disclose Confidential
Information and shall permit Verizon Wireless to seek a protective order or
other law relief limiting such disclosure and will not oppose Vedzon Wireless
in obtaining such relief.
7. It is agreed that a violation of any of the previsions of this Agreement will
cause irreparable harm and injury to Vedzon Wireless and Vefizon Wireless
shall be entitled, in addition to any other rights and remedies it may have at
law or in equity, to an injunction enjoining and restraining Recipient from
doing or continuing to do any such act and any other vlolations or threatened
violations of this Agreement.
8. Neither disclosure of Confidential Information nor this Agreement shall be
construed as a license to make, use, or sell the Confidential Information or
derived products, Neither this Agreement nor provision of Confidential
Information pursuant to it shall be construed as an agreement, commitment,
promise or representation by either party to do bus~ness with the other or to
do anything except as set out specifically in this Agreement.
9. The construction, interpretation and performance of this Agreement shall
be governed by and construed in accordance with the laws of the State of
New York without regard to any conflicts of law principles that would require
the application of the laws of any other jurisdiction.
10. This Agreement may be executed od ginally or by facsimile, and when so
executed and delivered shall be deemed to be an original It shall become
binding when executed and delivered by both parties.
11. The rights, obligations, and other interests of Recipient shall not be
assigned by Recipient, in whole or in part, without the prior written consent
of Verizon Wireless and any purported assignment of same shall be void.
If Verizon Wireless sells, exchanges or otherwise disposes of all or a
portion of the assets of, or Verizon Wireless' interest in, any business unit,
then Vedzon Wireless shall have the right, to assign to such third party all
rights granted under this Agreement; provided that the third party agrees
to be bound by all obligations of Verizon Wireless to Recipient that pertain
to the matter of mutual interest. This Agreement shall be binding on
successors and permitted assigns of the parties.
12. This Agreement is the entire agreement between the parties with
respect to nondisclosure of Confidenfial Information pertaining to the
matter of mutual interest stated above and supersedes all prior
agreements and understandings with respect to this subject. This
Agreement may be amended only by written agreement executed by both
parties.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives.
Verizon Wireless Messaging Services, LLC d/b/a Verizon Wireless
Name: ; Off..S .S
Title: ~(.~..~p~. ~rc~..,,.~..~u~._~
Carmel Police Department, by and through the Carmel Board of Public
Works and Safety
By: ~/'
~i; em..e::
NDAOneWay.070301
CITY OF CARMEL, iNDIANA
by and through its Board of Public
Works and Safety
BY:
James Brainard, Mayor
Date:
ATTEST:
Diana Cordrax, Clerk-T~surer