SBC Data Comm/CCCSBC DataComm EquiPment and Services Agreement
Cualomer Name: City of Ca~rnel
Customer Contac~ Janel Arnone
Name:
Customer Address:
Customer Phone:
31 1~ Avenue N1N, Carmel, IN 46032
317-571-2586
APPROVED, AS TO
This Equipment and Services Agreement ("Agreement') between SBC Da~Comrn (or 'we'flus") and Customer (or 'you") governs
our sale and your purchase of the Equipment and Sen4ces described in this Agreement and any Orders issued pursuant to this
Agreement, as well as any additions to and replacements for, the Equipment and Services. Unless eartie~ terminated by a party
pursuant to the prov~sions hereof, this Agreement is effective after execution by both parties and remains in full force and effect until
the later of (i) five (5) years after such execution; or (ii) the expiration or completion of any Orders is=~ued pursuant to this Agreement.
DESCRIPTION OF EQUIPMENT/SERVICES (See also attached Exhibits as listed here and subsequent Ol'der~):
1 year telephone suDport aoreemeel for maintenance of Telco Systems equipment ,
!
EXHIBITS:
Forme, I mainteqance Quote dated November 2. 2004
installation Lo~ation(s): (include physical address, City, County end State)
31 14 Avenue NW. Carmel. IN 400~2
EQUIPMENT/SERVICES PRICE: $ 0,00
MAINTENANCE AGREEMENT: $ 2,046.00
INSTALLATION PRICE: $ 0.00
OTHER (DESCRIBE) $ 0.00
TOTAL PURCHASE PRICE
(BEFORE SHIPPING, HANDLING, TAXES*) $ 2,04{~.00
TAX-EXEMPT? (N) (Y)
'Shipping, handling and all applicable s~lesJuse taxes will be added to Tolal Pumhase Price listed s~parately on the invoice.
Maintenance Declined ~ Customer Initials: __
SO AGREED: ~ ~ ----
Addre~e: [ · / /""'" I
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· Da,e: n'// I} · It
By:
Title: ~) ~ ~--~--.-"~'~----
Address: 7~-~(D I~.
Da~:
SgC DataComm Equipment and Services Agreement Rev. 6/2/04
CONFIDENTL~L INFORM,4TION
This Agreement Is for use by authorized employees of the Parties o~ly and is not for general dSstrtbuflon ~ilhin or outside their compan/es.
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1. Definitions
'EQuipment' means the equipment and Licensed Software that SBC sells, licenses or leases, as al;plicable, to Customer or for which
SBC provides Sen/ices as provided hereunder.
'Hazardous Substance' means any substance or material that is classified as a hazardous material, hazardous chemical, h~zardous
substance, pollutant, contaminant, or toxic substance under any federal, state, or local law, regulation, or ordinance related to the
pollution or protection of air, ground or surface water, soil or other environmental media, occupatio'*~al heelth and safety or any other
environmental or safety hazard.
'Licensed Software" means the computer programs licensed by us, including any hard'wired logic instructions, micro cede and other
computer instructions that are provided with the Equipment or separately.
'Order' means any purchase order issued by you for Equipment or Sauces that references this Agreement, is signed by your
authorized representative, and is accepted by SBC DataComm.
'Premises' means your facility or location specified in an Order where the Equipment will be instatiec' or Services performed.
'Sen/ices' mean the services and work scheduled to be provided by us that are described in the Statement of Work.
'Statement of Work" or "SOW" means the attached ststament(s) of work and/or other ordering documents that describe materials and
Servises to be provided pursuant to this Agreement, entitled Statement of Work (SOW), Scope of Work (SCOW) or Pre-lestallation
Guide (PIG).
2. Scope
We will sell and you will procure the Equipment and Services specified in any Statement of Work or Sill of Materials attached to this
Agreement or any Order issued under this Agreement,
3. Delivery and Installation by SBC DataComm
We will deriver the Equipment FOB shipping point, freight prepaid and charged. T'rtie to the Equipment and all risk of loss to the
Equipment shall pass to you at the time of delivery to the carrier for shipment. Upon delivery of any !.Jceesed Software and subject to
the provisions of this Agreement, we shall grant you a personal, nontransferable, non-exclusive license to use the software on or with
the corresponding Equipment. We shall retain all right, tide and interest in any Licensed Software and copies thereof. If any Equipment
arrives at your destination in a damaged condition or should any shortage exist, you shall immediately notify both the cartier and us in
writing. Shipping dates will be established by us es accurately as conditions will permit, but in no e,~ent will we be liable for or assume
any obligation with respect to any delays or damage which may CCCrUr in delivery or shipment.
At the Premises, we will, when so requested by you, install Equipment in accordance with the Statemant of Work agreed to by the
parties, and referenced in an Order. We will maintain ail work areas at the Premises in a neat and or:leriy conc~tion.
4o Items to be Furnished by Customer ·
In connection ~ the installation of the Equipment at the Premises, you will furnish any conduit, holes, wireways, wiring, plans,
equipment, space, temporary and permanent power and other utilities, and all ether items and services reasonably required tor the
Equipmenl's installaflon,'lntegratlon in accordance with the Statement of Work. We will rely on all inlerrnafion provided by you and wilt
not be responsible or held liable for any damages or costs that result tram errors or omissions in such information You shall provide a
suitable and safe environment for us work at the Premises. You represent and warrant that the area of the Premises within which SBC
pefferms Services shall be free of Hazardous Substances. You understand and agree that we do 13et handle, remove, or dispose of,
nor do we accepl any liability for, Hazardous Substances on the Premises. if, during its performance of Services, our employees,
subcontractors, or agents encounter a Hazardous Substance or other environmental or safety haz~rd, we may suspend performance
under this Agreement until you at your own expense eomplales the clean up and removal of the Hazardous Substance in accordance
with applicable laws or removes hazard to our satistactlon. Your failure to abate a Hazardous Substance or hazard within thlriy (30)
days of our suspension of performance pursuant to this clause shall constitute a material breant~ for which wa may terminate this
Agreement or the applicable SOW. You shstl pay us for any costs, expenses, flne~, or penalties i'lcurred by SSC es a result of the
presence or release of the Hazardous Substance or hazard and Its suspension of performance. Yo~ also will obtain, at your expense,
any necesse~ licenses, permits and consents (including landlord's or mortgagse's consents) in connection with the installation.
Notwtthstanding any other part of this Agreement: (a) We shall have the fight to suspend pefformen~:e or to pursue any other remedies
provided for under this Agreement where you delay or tail to comply with this provision; and (b) where any ct the measures described
above are unreasonably expensive, you may request that we suspend our performance until suct' time as an alternative remedy or
course of performance is secured or agreed upon; provided, however, that we may terminate this ,~,greement or an Order where any
su;'h suspension lasts longer than thirty (30) days.
5. Invoicing end Payment Terms
Unless the deferred cash option is selected, Invoices for all Equipment will be issued the date the Equipment Is delivered to the carrier;,
invoices for Services will be issued monthly for ell Services performed in the preceding month; invoices for maintenance Service
contracts will be issaed as of the date of such contract and for the entire amount of such contract. All Change Orders w~ll be invoiced
separately.
Customer will advise us of any billing disereparmies or disputes about an invoice within fifteen (15) business days after receiving the
invoice or the amount of invoice shall be deemed due and payable.
SBC DataC~mm Equipme~t and Se~ce~ Agreement Rev. ~/2/G4
CONFIDENTIAL INFORM~4 TION
This Agn~ernent is ferule by authodzed e~o~oyees of the Pa~des ~qiy sn~ is nd for general d~stfibution ~thtn or outside they companies.
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Payment lerms ara net thirty (30) days from date of invoice. A late payment fee of one and one"half percent (1-1/2%) per month (but in no
event may any late fee exceed the maximum amount pem~itied under applicable law) shell be applisd to any payment thai is not received
by us within thirty (30) days after the date of the invoice. You will pay our attorneys' fees and other cosis incurred by us in the co~c'tlon of
any amour~ Invoiced and net timely paid.
SA. SEC Capital Services (SEC-CS) F~nancing Option
[Customer Initials:] __ Customer elects to finance the Total Purchase Price through SEC-CS. Customer hereby requests that
SEC DetaComm invoice SEC-CS and arrange for payment as described below:
We will invoice you in care of SEC-CS for 100% of the Total Purchase Price on the Cutover Date (as defined in paragraph 6 below)
and the invoice shall be promptly paid after its delivery to SEC-CS, provided that all required lease dpcumentafion has been property
executed and received by SEC-CS, including the signed certificate of acceptance. If all lease docum~ntafion is not executed and
received by SEC-CS as required in the previous sentence, you agree to and will pay the Total Purch~lse Price to us upon receipt of an
invoice.
6. Cutover and Acceptance
Equipment ordered without installation shall be deemed aceeotud on the I0r* business day after delivery to you or your agent. You
may reject any portion of a shipment that does not conform to manufaoturar's specific,~tions within this period, but you must give us
written notice of nonconformity spec~y~ng the reason for rajeotion. We shall cure such nonconformity promptly, in accordance with the
warranty. Cutover occurs when the Equipment has been delivered and instaUed (if inotaUation is ir,.'luded) and is macly for Customer
use ("Cutover"). After Cutover, you shall have thirty (30) days after installation completion (as defined in the Order or SOW) to test Ihe
mata~ala and delNer to us a signed certificate Gl' acceptance or written notification clearly describing the Equipment's failure to meet
ident~ed specifications. If you do not deliver a se~lficate of acceplanoe or wdtten notice of nenconformity w~thin such time period, the
Equipment shall be deemed accepted on the 10m business day after installation.
7. Umlted Wan'anty, Limitation of Uability and Limitation of Remedy
SBC DataComm wan'ants it bee good title to the Equipment, free of any claims, Ilet~, encu;.brances or security interest of
any other part, that the Equipment conforms to the manufacturer's published SpaclflceUons, and ia free from elect~cal or
mechanical defect~ in mate~fata and workmanship under normal Installation, use and sorvtae. In edditlon~ pursuant to
paragraph 6 above, for THIRTY (30) days after delivery (or Inataliatlon, if installation was Incl~.~ded), we will promptly repair or
replace (at our option and expense) any failure of the Equipment to conform to or perform ;according to the manufacturer's
epeclfleatione or any electrical or mechanical defects in materials or workmanship with (at our option) new or used
replacement parts. We will par~s all manufacturers' warranties to you after delivery (or Installation, ~f included). If we are
unable to repair the Equipment to conform to the warranty after a commercially reasonable number of attempts, we will (at
our option) either provide you with replacement Equipment or fully refund your payments. For major malfunctions, we will
use ou~ best efforts to have a technician working on the Equipment within: (a) Four (4) houll, after receiving your notice and
wa will complete repairs es soon as practicable; (b) for other malfunctions, we will use our beat efforts to respond within
twenty.font (24) hours during its regular businese hours 8:00 a.m. to $:00 p,m., M~nday thr,3ugh Friday, excludthg holidays
end weekneda. These am your exclusive remedies for breech of warranty.
THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN UEU OF, AND SEC DATACOMM DI!;CLAIMS, ALL OTHER EXPRESS
OR IMPLIED WARRANTIES, OBLIGATIONS OR UABIUTIES (WHETHER WRI'FrEN, ORAL, STATUTORY, OR OTHERWISE),
INCLUDING BUT NOT EMITED TO THE IMPEED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR
PURPOSE. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH HEREIN, THE EQUIPMENT iS PROVIDED "AS IS" WITHOUT
WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. SEC DATACOMM DOES NOT WARRANT THAT THE EQUIPMENT"
WILL BE UNINTERRUPTED OR ERROR FREE IN ITS OPERATION OR PREVENT THIRD PARTY HACKING OR ACCESS TO
CUSTOMER'S NETWORKS.
CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES AGAINST SBC DATACOMM, ITS AFFlUATEg, AND THEIR DIRECTORS,
OFFICERS AND EMPLOYEES FOR ANY LOSSES, COSTS OR DAMAGES CAUSED BY OR ARISING FROM ANY EQUIPMENT,
SOFTWARE OR SERVICE PROVIDED BY SRC OATACOMM IN CONNECTION WITH THS AGREEMENT, WHETHER IN
CONTRACT OR IN TORT, SHALL BE CUSTOMER'S RIGNT TO RECEIVE REPAIR OR REPLACEMENT OF THE EQUIPMENT OR
THE SERVICES. IN ANY EVENT, SEC DATACOMM'S LIABILITY TO THE CUSTOMER SHALL BE LIMITED TO THE MONEY PAID
TO SEC DATACOMM BY THE CUSTOMER UNDER THE APPLICABLE STATEMENT OF WORK. SBC DATACOMM, ITS
AFFILIATES, DIRECTORS, OFFICERS AND EMPLOYEES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
PUNmVE, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LO!,'T PROFITS TOLL FRAUD, LOSS
OF USE, AND LOSS OF DATA, OR FAILURE TO REALIZE SAVINGS OR SENEFIT~) SUSTAINED OR INCURRED IN
CONNECTION WITH THE PERFORMANCE OR NONPERFORMANCE OF WORK UNDER THIS AGREEMENT OR THE USE OR
OPERATION OF THE EQUIPMENT, SOFTWARE AND SERVICES PROVIDED OR SOU:~ OR LICENSED UNDER THIS
AGREEMENT, OR FOR ANY DAMAGES DUE TO CAUSES BEYOND THE REASONABLE COUTROL OF SEC DATACOMM OR
ATTRIBUTABLE TO ANY SERVICE, PRODUCT~, OR ACTIONS OF ANY PERSON OTHEI~ THAN SBC DATACOMM, ITS
AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS REGARDLESS OF THE FOF:M OF ACTION.
SEC DataComm Equipment and ,Sen4ces Agreement Rev.
CONFIDENTIAL INFORMATION
This Agreement Is for usa by authorized emp~yees of the Pa~es on¥ aqd is not for general d~stflbut[on ~/ithin or ouCh:fa tfle~r compan~s.
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You w~l! be aubrogatod to a cl ' . P '
warranhes or representat~nt~n~y .alms or rights we may have ~-.. . L
.... ~'"~ warranties or repmsant~ti,-~,'-'"'~t'?, request, we will take -. ~..~_u. rar o,f the Equipment for bm
It is a COheir!on prosed ---.,u apple:able to the =~_:_ ",, ,-aSOnabte actions to ..-.--- ~" u~ any manufacturer
Agreement; and (b) t,~;.-t~, our obligations under this L/re' ,-.u,pment, =.,ume ee YOur behalf any such
?°..n~.=Dna electrical vutt..q_u_tpment has not been dama~.~ired Warranty that: Ca) You
---, e~ecTncat or electronic m.a.?",'unance by any perso,~ ~ ~--~' ~c~oent, improper envfro---
,~,~nm or devices not su.,*,li'~.~'*",.?,ar~ other than an authorizea'~e,ma~
Instructions turn.had with the Equipment by us orby the manufacturer. ,~..~, uy us u aertnce
8. Indemnification .,toe,rye of the use
Noheithstanding the foregoing, we Shall:
ia) indemn/fy you against an Clai
trademarks or Copyrights th~* m or threat of C/aim brou ht b·
of any such c/aims; and ~iv,I coo e ~. ,-~lu,pment (ii~ she' .... ' ......... ,,,~ve rD!lowed our ~: · --' "~"Y = Pments.
...... ~,~ nave modif ed the ED." ...... ~asormbio mstruofiecs
... ,-- ~,,..mrpny and in writing
~nUf~ o~.tion, either ~q) ~1;~'~' ;~ea '~,~?Jrn.g m-a,?°nsibllity for any'~ia~iJ/~.°;h[?md~ef~ens~, sehtlement o, other handlino of
.rngmg un~ or modl~ th= ~.,.-,_~..~ ~o mmze the intellectual p " · :.,jay ae Incurred by you for s . . ..~ .... - c~a~m or
-. .... ..grog un~ so that ~, ..... .ro~_rty; (~) substitute et . uch m~ngement, we aha ! at
· -,=~, ,,u ~Onger raft!nee, or I~rn .~__~ her turn, anally equ volant eroding!. ~,~ ~..
Wffh credit for the remaining Value of any ratumed units. These options may be exercised by us ~t an ~me aHer notiticatinn of an
alleged infringemeof but shstl not affect our obligation to indemnify you for any I~abifity that may be Incu~e~ aa a result of a finding of
infringement. THIs PARAGRAPH STATES THE ENTIRE MABILrrY OF SBC DATACO~,fM
person or damage to tan ' Y m or su~t by a third pa far d' PROVIDED UNDER THE ACRE
glbJe personal or reel property cau~a~ .~, [l~' ~ect damages or relief off account et ~..~ ..... EM_....
Performance under this Agreertlent. -- ~.- ,~.~e~y cy our neafiaen~.~ ^ ,.~.., _,___ _,.u~,?, ~o or aeath of any
g. Force MajeUre ..... r .,,.,,, -.=~onouct m the course of our
Neither party shall be liable to the other party for de{ays, failure in performanoe, iosc or damage due to a cause beyond the part/es
reasoflable corrtrol, such aa tim; lightning, stdke; embargo; explosion; pOWer surge or failure: act~ of god; war, labor c~LRpute~;
disturbances; acts of civil or military authority; inabilily to secure
suppliers, orany o~qer causes beyond its reasonable matonais, fuel, products or transportation facilities; acts or om'
control This clause shall not excuse the payment of money ~ss~ons of
10. Arbitration
Customer and SBC agree that any dispute arising under this Agreement, shall be submit!
the Commercial A~itration Ru ~. ^_._. ............. ed to bin~ng arbitration n accordan '
(AAA"). The arbitrator tJlell have no au!hod!'/m excess of
the authority of a court having juri..~dic~on over the mater. Addftlonally, the arbitrator shall not alter, r~voke, or suspend any prey!sion of
Ihis Agreement. The stol!ration awards hall be binding and deemed enforceable in any court of competent jurisdiction.
11. Taxes
You will pay, and indemnify ua against, all sales, Use and other taxes (excluding income and franchise taxes), including any applicable
customs and duties, Imposed upon and paid by us by reason of the assembly, sate, delivery or insutllation of the Equipment and
performance of Services.
12. Assignments and Subcontracts
Neither pmly to the Agreement shall assign it In whole or in part without the written consent of ti'e other, which co*3sem will not be
unreasonably withheld, provided however, SBC DataComm may assign this Agreement to any pm.< ant or future alfi~iate, subsidLary or
parent coq~oratien upon notice to, but without securing your consent and may grant to any such assignee the same rights and
privheges ~BC DataCornm enjoys under this Agreement. In addition, we may subcontract any porti3n of the Services to be performed
without your prior written approval.
~13. Notices; Representatives of Parties
All notices Pertainiog to this Agreement will be given in writing and will be sutfio/ent it delivered personally to the representatives of the
~affies designated in thLs Agreement, or eent by talefax, telegram, or express or regular mail, pesta.ce prepaid.
14. Confidentiality and Proprietary Information
SBC DataComm and Customer acknowledge that in the course of performing duties under this Agreement, each party may obtain
proprietary information from the other party that is of a proprietary or confidential nature. Such proprietary in!on'nation may include, but
Is not limited to trade seorats, new product information, teshnicol data and know-how, instructional and operating manuals, financial
information, marketing and sales data and plans, and other documents, Proprietary information may be disclosed in writing, in other
tangble form, orally or visually. When disclosed in wrffing or other tangible form, the proprietor:/ information will be identified and
labeled as confidential belonging to the disclosing party. When disclosed orally or visually, such proprietary intormatio~ will first be
Identified es confidential at the time of the oral or visual disclosure, with subsequent confirmation in writing within fifteen (15) days after
disclaaura.
,.qBC DataCornm Equipment and Services Agreement Rev. ~
CONFIDENTIAL INFORMATION
This Agreement is for use by authorized employees of Els Parties only and is not for general distribution ~ yithin or outrJde ~heir companies.
~age 4. of 6
Neither P. S
otherwieeDadrtYNu/~hea~n~,t o~nffY~e'i~t~ dudng,,he Ag,~nt and ,~
Ne~er ~ ~ u .... er Pa~s PmP~ta~ i-~ ..... a pen~ of throe
· ,~,~m~t. '~ ~u~mmcto~, r~ula~o-, _.~7 .~u~ of ~s d~es Um~r th~-~'~'' Or me other
~e propdmaw fn~a~on r~d~on .... ~m, as r~e~ to meet our
' pubii~kno~ ' s~Ylnota -
the thm~h no ~n I ~ PP~ to ~nfo~a~on ~
- '~Ioang Pa~s "m ..... ~- of ~e r~ oa~ ..... ~ (a) is alma~ kno
~gr~ent or (e~ is di~'~?fO~atlOn (d) is r~'.[c] fs *~dentN ~l~ ~ ~ ~ng pa~, (b) is or b~
Custer agm~ that du~ the te~ of ~is A ~ment S
may Publish a p~. release announ~ng in ge~raf te~' ~ may refer to Cue omar,
general te~ descnbe th · s lhat S Yand in ~
con~nt of th ~ ~-~. e a~es ~empJated h~,~--~ ~C ~d Customer have e ~ ~ .~[ng. as a ~tOmer of SBC ~
..... o er,o ,.
16. ~ge of Equlpme~ "~ ~ ~ 'u omer ~a~ mqu~ms ~
of an O~e, on the Praises or ~n Su~ o~1~I ol. Equ,~men,, material,, t~ls and
e .~ .~, ~e ve~ and nh~ ~- ~'~ .~--~t d~,,.o,z V~ any such ff~s d~l~ to
or o~er ~ ~o~lion~s). In lhe ~nt you a~pt dellve~ ~ any items under this Ag~nt, ~ ~11 pmmptN ~t~ ~ of the
....... ~ me pJacement of su~ ~ems on the P~J~s
~J~e~ and I~tion of the ~e~
17. Am~dm~; Te~ln~lon
YOu ~11 be cha~ for any add~ons, ~letions or ~a · .
~usby~enr u~l an . . ~s(Change)intheE i me~ · , *
~ , d ~ ~lJ P~de ~u a m~d Bi ~ ~*-.- · ~ Se~,.. ~f ~ des~m a Change, ~u ~,
~ a~ ~ ~anges ~ipping .... ,vm~ur~a~s anwor Statement of Wo~ ~fle~Jng ~e ~uipme~,
dates, ~er ~t~ ~d O~er ts~s. Any increase or d~ma~ in ~e p~ ~sfo~d by a
Cha~e ~JJ ~ a~ ~subtract~ from the amou~ of ~r final In~. A~er ~e ~te of ~e c~pJ~e ex--ion of ~is ~r~ment,
any cha~ to ~ O~r or ~W ~uested by you ~11 be Pr~d as a ~han~ O~e~. ~ ~ d3 n~ ~ the ex~ ~nge
d~men~ ~hln ~ ~, no ~nges ~ll be made to the odgl~l d~ument. ~ ~r~ment ~y be amend~ ~ m~ifi~ on~ by
~en instmm~t sign~ by an autho~ ~mse~e of ~ch pa~.
~ ~an~ the ~ sc~le In a ~W or if complf~ ~h s~h ~h~ule b~mes Impr~cti~l, due to ~ fau~ of sum, ~
~e~e the ~ht ~ ~valuats and amend the pdcing for Equi~ent and ~es or to ~bm~ change noti~ for a~ add~al ~
i~ ~ a con~ue~ ~ s~ ~es.
EEher pa~ may t~i~te this ~mement in ~ole or In pa~ by gMng the other pa~ at I~st lhi~ (~) ~' p~r ~ ~.
E~her Pa~ may te~i~te an O~er or Change O~er by gMng the o~er Pa~ wHffen not~ p~r to C~o~r. In ~ ~enl Custo~r
te~inates an O~r or Cha~e 0~eE (~ pdor to the date of ~i~ of any Equipment, ~stomer ~al~ pay ~ a ~n~llafion f~, and
not as a penal, ~ amou~ ~1 to ~n~ pement (2~) ~ the total pu~ase p~co of the Equ~m~t ~n~l~ (a~ o~
Equip~t is del~ to C~tomer, the rel~a~ O~er(s) may not be ca~el~); and (lO Cust~ ~all be I~ble for an a~m ~u~
to fi~ ~ (5~) of the f~s for ~ for the mma~i~ te~ of this A~dum (or any ~pl~e O~er) plus a~ n~-
~rable ~s~ I~uding, but not limited to, amounts i~ by SBC In conn~ien ~h the p,~si~i~ of cenc~ Equipment
and ~. Upon te~inafion, Customer agm~ to pay all amounts due for Equip~rd and ~*~C~ p~ded by SBC ~ to and
i~ing the e~ date of le~inat~n, plus any ~s or e~n~ (i~u~ng rear,king fees) in~ by S~ in ~nn~ ~ffi
the pe~o~a~ of ~e O~er. ~n the event the Customer ~inates an Order or Ch~e Order prier to Cuto~r, the Cu~omer s~il ~
li~le for all e~s i~ by SBC under that O~er or Change. Up~ lamination, you ague to pay us all s~u~ due
Equip~nt a~ ~ pm~d~ by us up to and i~{uding the eff~ date of te~i~t~n, pJus ~ non--amble r~ng f~s
or oth~ ~s I~u~ ~ us. Such ~ent ~11 ~nstitule a ~il ~d ~mplete discha~e of y~r payme~ ob~gafio~. Te~inafi~ ~11
also ~ns~/e a full and ~plete di~harge of our obligations. Any Order in progress or r~ue,t~ p~r lo t~ te~ination of this
Ag~me~ w~l be ~mplet~ and ~u agree to pay us for ~e Se~c~ peEo~ an~or any Equipment d~Nemd or i~tal~ under
Ihs O~r.
18. Termination of Purchaas Order;, Suspension of Service
Except as otherwise expressly provided in this Agreement, Order(s) may not be terminated, susa)ended or canceled unless: a) the
other party is in material breach of or default under such O~ler. and such breach or default conti.uas for a period of thirty (30) days
;after the giving of written notice by the party not in breach or default; or b) any federal, state or local goverernental agency or regulatory
body or a court or tribunal o! competent jurisdiction renders or enters an order, ruling, regulation. ,tirective, decree or judgment which
restricts or prohibits either party from continuing, impairs either pan~s ability to continue, or ma,,as imprachcal or unduly expensive
either part3/s continuance under such Order or this Agreement.
19. Miscellaneous Provisions .
We are entitled to irlorOaSed compensat on and/or t~me for completion where we encounter concealed physical conditions which differ
materially fi'om those indicated in any documents provided under this Agreement or Otherwise rel)resented by you. or intent physical
cjBC DstaComrn EqUipment and Sewices Agreen~nt Rev. 6,2/04
CONFIDENTIAL INFORMA TTON . "Lin or oiXstde their Companies.
Th;s Agreement is for use by suthO~ emptoyees of tho Parties only and is not for general dist~fbutlO~ wnn
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Rpr 2? 05 03:I3p
conditions wflich d~er materially from Ihose ordinarily found to exisl and generally recognized a~; inherent in the installalion and/or
maintenance actNifles contemplated by this Agreement, where such condftlons would materially interfere with, de~ey or increase cost
of pedormance under this Agreement.
'SBC DataComm" as used herein re,'ers to: SBC DataComm, Inc., a Delaware corporation; and to SBC DataCornrn, a d./'o/a name
registered to Southwestern Bali Telephone Company in Arkansas, Kansas. Missouri, Oklahoma, and Texas, and to Pacific Bell
Telephone Company in California.
This Agreement shall be governed by the laws of the slate where the Servfce, MateHaL~, and/or Professional ~ are to be delivered,
and if delivery is to be in more than ore state, then in accordance with the laws of the State of Texas, without regard to the governing
state's roles on conflicts of law.
If any provisien of this Agreement or any remedy provided In it is declared invalid under any appricable law, such prevision shall be
modified to the extent necessary to make it valid and enforceable. The remaining provisions of this Agreement shall continue in fuji
force and effect.
E.~3ort of Equipment is subject to the Exix)rt Control Laws of the United States. You agree not 1o ~xport the Equipment in violsl~on of
those laws.
Any obligation arising under this Agreement or any Order which by its nature continues beyond termination or expiration, such as
Limitation o! Warranties, Lirnitation of Liabilities and Limitation of Rernedies, shall survive termination or expfration of this Agreement.
This Agreement, all Exh~its atlached, and ail Orders issued under this Agreement, represent the e~tire agreement between Customer
and SBC OataCornrn concerning the Equipment and Services, and supersedes all prior r~egotiations, representations, and
agreements, either written or oral, concemlng the Equipment and Services. In the event of a conflk~ between the contract documents,
this Agreement shall take precedence.
<<End of Document>>
SBC DataComm Equipment anti Services Agreement Rev,
CONFTDENTIAL INFORMA'rlON
~'a~ 6 of 6
, . ~ Rpr 2? 05 03:~3p p,8
QUOTATION
November
Exlsfin;~ Hardware & Software
Ot7 Part # De~cflptlon Unit Total
4 AXX~G4 Ed~link 10(3 XT Opllc;d $ $
4 M6000-04-3 ChassJs-A60 $
4 M~096-I 5-3 P/S $
4. M6013-10-3 UU $ $
4 VEN0018-2 RJ Panel $
I
rVa ResponseEd~e - Telephone Support Only - Optlon 2 - 1HR Response 8 pM to 8 A.M 4~ 2.045.0o~
Wa :{esponseBd~e. Telephone SL~Oport, Onl}~ · Option 3 - 30 MIN Respons~2.4x7x3~5 $ 2,418.00
n/a :{e ,s~onseEd[~e. Oepot Xchar~e $ 5,580.00
tva ={esponseEd~e - Rapid XChar~e $ 4,092,~
n/a ResponseEd~e - Gold - 0 nslte S~me Business Day $ 7,628.00
Har¢$ware & .~;oftw;u~ Tolal[ $
InstallaUon and Main tenance Total $
Project Total $
- Confider~iar - Not to be shared ouls~e the maim of SBC an~/or the above listed customer.
EXHIBh-- -. ........
Approved and adopted this l ~ day of ~J
CARMEL BOARD OF PUBLIC WORKS AND SAFETY
,2005.
By:
James Brainard, Presiding Officer
Marp Ann~Bl~r..~_ke, Me.,Raber
Date:
Lori S. V~atson,/~4b(nber
Date:
ATTEST:
l~a L. Cqr~t~y, J .A,M~/C]-erk-Tr~asurer
I~ate:
Sandra M. Johnson,
Deputy Clerk for