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Contract 014-253-6143 1 s =�A �` Product Agreement A IS -1542A „2.89, 187876 XJAI 4 CONTRACT 014- 253 -6143 ORDER 064995514 DATE 11/15/1990 . . PONROE C0UNTY ICHERGE CY SERVICE:) AT &T AT &T CONTACT INFOMATION 3301 OVERSEAS MN 200 W CYPRESS CREEK RD M RIA WATSON MA1RMON FL 33050 FT LAUDERDALE FL 33309- 305- 493 -7016 TRANSACTION TYPE: PUPd.;f SASE -Ild- PLACE PACE 1 OF 2 PRt7DUCL /SERVICE PRICE ELFIENT WARRANTY LIC. PURCHASE PRIM INSTALLATION LESCRLF T10N CODE TEEMS CVRG* FEE QUANTITY LICENSE FEE ONE-TIME CHARGE SPIRIT 6 BUTTON 3130 -006 003 1 19 2542.96 0.fO SPIRIT 6 BUTTON 3130-006A 003 1 4 642.36 0.00 SPIRIT 24 BUTTO 3130- 024 003 1 4 703.60 0.00 1224 CO TROL1PR 6031 -408 003 1 1 1154.44 0.00 2448 EXPArSION 60311 003 1 1 427.80 0.00 4 U EXPANSION 60312 003 1 3 382.35 0.00 8 STA EXPANSION 60313 003 1 2 320.26 0.00 TOTAL 61 0.00 SUBTOTAL FROM ATTACHED (1 ) PAGE(S) 184.32 0.00 ESTIMATED &UPPING CHARGES 0.00 FILMS/OTHER FEES 0.00 CE?ITS /1LdN PA5I31NTS 0.00 0.00 GRAND TOTAL 6358.09 0.00 AIL PRICES AND RATES ABOVE ARE I:XCIUSIVE OF SALES /USE TAXES *WARRANTY COVERAGE: 8: 00A21-- 5:OOPMX - RI. (1) AT &T Old -STYE Emma (6) 24 HODRS; 7 DAYS (2) 9:0QP 1- 9:00111 ;114 -FRI. (7) MAIL IN/DEPOT/HOTLINE (3) 8:00AM- 8:0011 ;1107 -FRI. (8) WSIUfr1t INVENTORY MGMT (4) 8:0aAN3TIDNIGHT ;MON - (9) 7:00AM- 7:0083 ;11)N -FP.I. (5) POST WARRANT MAINTENANCF FREEZE DATE: E1JX 1ED: NO AVERY DATE: If Yes, see Maintenance INSTALLAT1C DATE: Agreement attached `:QU E1 1E'UT 10CAT10N AT &T 3117 OVERSEAS HWY 1 A[ ILDRILED SMARM MARATHON FL 33050 IOWA CUUtdTY(CMIRC E CY SLUICE 9 I TYPED NAME IZt'D. C1)30.1ER S L ATL : TITLE , By: _ ADDRESS Wilhelmina Harve 200 W CYPEESS CREEK RD Mayor/Chairman ATTEST: YPFT1 ±' ' ',: DANNY L. KOLHAGE , CLERK CITY STATE ZIP COLE FT LAUDERDALE FL 33309 - iiy .- - - --- -- u Tuty_ Clerk_ i DAZE April. , 1991 DATE 1 ? 1 1 , i UiS1U`iE S 1._ ..., ,:�,,,i... ,a,.0 THAT C :STL IER HAS READ AND UNDERSTANDS THE . 4 44 444 tIc Ct i 4 DK. t GE T H I S A G R E E M E N T AND THESE TERMS AND CONDITIONS APPLY TO TIU:S OR1ER AND ANY SUBSEQUENT ORDERS ACCEPTED BY AT &T. Cn STafT ; SI( vA lJPE PONITLEDGES AUTHORIZATION FOR AT &T TO REQUEST CREDIT INFORINTION FWJM ANY CREDIT REPORTING AGENCY OR SOURCE. REMARKS CUSTOMER COPY A7�T Product Agreement AIS1542A (12 -89) 187877 XJA CONTRACT 014 - 253 -6143 0Rt t 064995514 DATE 11/15/19 MONROE COUNTY LMERG'EZC'Y SERVICE AT &T AT &T CONTACT INFORMATION 3301 OVERSEAS HWY 200W CYPRESS GREEK RD A;ARIA WAISON MARATHON FL 33050 FT LAUDERDALE FL 33309— 305-493 -7016 TRANSAL1'10N TYPE: I JRCHASE—IN P ACE PAM, 2 OF 2 PRODUC /SEP :VIC PRICE ELIIENT WARRANTY L1C. PURLIASE PRICE INSTALLATION amuntou CODE TE7G S CVFC* FEE CXIAtTrITY LTCENS: FEE ONETIME CH RC 8 STA EXPANSION 60313A 003 1 1 184.32 0.00 SUBTOTAL 184.32 0.00 US LU` IQ<S S 1∎A1A'LUKE AC iCNUWt1'.LX h `i IIHA CUSIWLK IiAS WAD ADJ AND UIiUt..K.STANL lilt IEf NS ANll C UIDIT IT%s ITf% THIS AGREEMENT AND THESE TERMS AND CONDITIONS APPLY 10 THIS OIUER AND ANY SUBSEQUENT ORDERS ACCEPTED BY AT &T. CUSTUMENS SIGNATURE ACKNOWLEMGES AUTHORIZATION FOR AT &T TO REQUEST CREDIT IN MA TION FR/4 ANY CREDIT REPORTING ACENCY OR SOURCE • - CUSTOMER COPY • TERMS & CONDITIONS . - p � American Telephone and Telegraph Company ( "AT &T ") and you, the Customer, agree that the 12. PATENT AND COPYRIGHT INDEMNITY following terms and conditions apply to the equipment, software and related services listed on the A. AT &T will defend or settle, at its own expense, any claim or suit against you alleging that any front of tpis Agreement or subsequently ordered pursuant to this Agreement. This Agreement may AT &T products furnished under this Agreement infringe any United States patent, trademark, contain a�itibn rpages�'nd products (equipment and. or software) for use only in the United copyright or trade secret. AT &T will also pay all damages and costs that by final judgment may be States. assessed against you due to such infringement. AT &T's obligation is expressly conditioned upon the following: (1) that you shall promptly notify AT&T in writing; (2) that AT &T shall have sole control of 1. CONTRACT PERIOD the defense or settlement; (3) that you shall cooperate with AT &T in a reasonable way to facilitate the This Agreement shall be effective from the date of AT &T's written acceptance until terminated as set settlement or defense: and (4) the action does. not arise from your modifications, or from combing forth in this Agreement. tions of products provided by AT &T with products provided by you or others. B. It any AT &T products become, or in AT &T's opinion are likely to become, the subject of a claim of 2. ORDERS infringement, AT &T will, at its option: (1) procure for you the right to continue using the applicable A. All orders are subject to credit approval and may be subject to payment conditions. product; (2) replace the product with a non - infringing product substantially complying with the Subsequent written or oral orders for modifications, additions or changes will become an integral product's specifications; (3) modify the product so it becomes non - infringing and performs in a part of this Agreement when accepted by AT &T. Terms and conditions on any non -AT &T order form substantially similar manner to the original product: or (4) upon failure of the foregoing. AT&T will shall not apply. refund the purchase price or one -time Software license tee less a reasonable allowance for use. B. You are responsible for any order which you electronically transmit. The appearance of your 13. SOFTWARE LICENSE identification code serves as your signature and authorization for such order. A. AT &T grants you a personal, non - transferable and non - exclusive right to use, in object code form, all software and related documentation furnished under this Agreement. This grant shall be 3. CONFIGURED PRODUCT CHANGES limited to use with the equipment for which the software was obtained or, on a temporary basis, on Configured products consist of hardware and,or software designed or modified in accordance with back -up equipment when the original equipment is inoperable. Use of software on multiple your specifications. The Freeze Date for configured products is indicated on the front of this processors is prohibited unless otherwise agreed to in writing by AT &T. You agree to use your best Agreement. After that date, changes cannot be made to the hardware configuration until installation efforts to see that your employees and users of all software licensed under this Agreement comply has been completed. Such changes will be charged at AT &T's then current prices. with these terms and conditions and that you will refrain from taking any steps, such as reverse assembly or reverse compilation, to derive a source code equivalent of the software. 4. NON- CONFIGURED PRODUCT CHANGES .B. You are permitted to make a single archive copy of software. Any copy must contain the same A. You shall provide the final station detail information (final number, type of telephone sets and!or copyright notice and proprietary markings as the original software. Use of software on any terminals, and station program detail) for non configured products being ordered with a configured equipment other than that for which it was obtained, removal of software from the United States, or product by the date AT &T provides. Substitutions, additions or deletions for non - configured any other material breach shall automatically terminate this license. products will be accepted up to this date as long as they do not alter the hardware configuration, and C If the terms of this Agreement differ from the terms of any agreement packaged with software, do not decrease the total price by more than 5%. the terms of the agreement in the packaged software shall govern. B. The Freeze Date for orders consisting entirely of non - configured products is the date AT &T 14. USE OF SOFTWARE AND INFORMATION accepts the order, unless otherwise indicated. A. You agree that any software or technical and business information ( "Information ") owned by C. AT &T reserves the right to cancel the existing order and issue a new order reflecting the changes AT &T or its suppliers and furnished to you under this Agreement shall remain the property of AT &T if they decrease the price by more than 5%. Such orders shall be charged at AT &T's then current or the supplier, and shall: prices. (1) be used only to install, operate or maintain the product for which originally furnished; (2) not be reproduced or copied, in whole or in part, except as necessary for use as authorized under this 5. INSTALLATION Agreement or unless otherwise agreed to in writing; (3) together with any copies, be returned or A. AT &T shall deliver the ordered products and install those products for which installation charges destroyed when no longer needed or permitted for use with the product for which initially furnished; are specified. For AT &T installed products, the "In-Service Date" is the date AT &T notifies you that and (4) not be removed from the United States . the products are installed in good working order and comply with AT &T's standard specifications. B. Software and Information designated "confidential" or "proprietary" shall be kept in confidence B. At your expense, you shall provide: (1) an equipment room and other environmental conditions except for any part that: (1) you rightfully obtain free of any obligation to keep confidential; (2) as specified by AT &T; (2) ready access to the installation location for equipment and personnel at becomes generally known to the public through acts not attributable to you; or (3) you independently times specified by AT &T; (3) adequate work space, heat, light. ventilation and electrical outlets; and develop. (4) a secured and protected area for storage of tools and equipment near the equipment room. You I any equipment is subsequently assigned to another end user, upon written request, AT&T will are responsible for removal of any hazardous material (e.g. asbestos) or correction of any grant the new end use the right to use any related software and Information, provided the new end hazardous condition that affects AT &T's performance of work. Installation or services may be user also agrees, in writing. to AT &T's terms and conditions and pays any scheduled fees. delayed while you remove or correct the hazardous condition, with no penalty to AT &T. 15. EXCLUSIVE REMEDIES AND LIMITATIONS OF LIABILITY C. AT &T will make reasonable accommodations if you request a delay at least thirty -five (35) days A. FOR PURPOSES OF THE EXCLUSIVE REMEDIES AND LIMITATIONS OF LIABILITY SET FORTH prior to the date the products are delivered to you ( "Delivery Date "). If you delay less than thirty -five IN THIS SECTION. "AT &T SHALL BE DEEMED TO INCLUDE AT &T, ITS SUBSIDIARIES AND (35) days prior to Delivery, AT &T may: (1) deliver, install, and commence billing you as of the THEIR AFFILIATES, AND THE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESEN- scheduled Delivery or In- Service Date; or (2) cancel the order and bill you for cancellation charges TATIVES, SUBCONTRACTORS AND SUPPLIERS OF ALL OF THEM; AND "DAMAGES" WILL REFER as set forth in Section 16. COLLECTIVELY TO ALL INJURY, DAMAGE, LOSS OR EXPENSE INCURRED. D. AT &T may impose additional charges if you change the installation location. B. AT &T'S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDIES FOR ANY DAMAGES CAUSED BY ANY PRODUCT DEFECT OR FAILURE, OR ARISING FROM THE PERFORMANCE OR NON -PER- 6. WARRANTY FORMANCE OF ANY WORK OR SERVICE REGARDLESS OF THE FORM OF ACTION, WHETHER IN A. CONFIGURED PRODUCTS PURCHASED UNDER THIS AGREEMENT OR REPLACEMENT EQUIP- CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, SHALL BE: MENT MAY CONTAIN REMANUFACTURED PARTS THAT ARE EQUIVALENT TO NEW IN PERFORM- (1) FOR INFRINGEMENT, THE REMEDIES STATED IN SECTION 12; ANCE. (2) FOR FAILURE OF PURCHASED EQUIPMENT OR THE ASSOCIATED OPERATING SYSTEM SOFT- B. AT &T warrants that on the Delivery or In- Service Date, whichever is applicable, and during the WARE, DURING WARRANTY PERIOD, THE REMEDIES STATED IN SECTION 6; FOR FAILURE OF warranty period, the equipment and associated operating system software (basic software acquired OTHER AT&T SOFTWARE, THE REMEDIES STATED IN SECTION 7; (3) FOR DELAYS IN with the equipment that enables it to function) will operate in accordance with AT &T's standard (3) IN THE HE DELI VERY OR IN-SERVICE DATE, WHICHEVER IS APPLICABLE, AT &T specifications. The warranty period shall be as specified on the order and begin on the Delivery or SHALL HAVE NO LIABILITY UNLESS THE DELIVERY OR IN- SERVICE DATE IS DELAYED BY MORE In- Service Date, whichever is applicable. AT &T's standard warranty period and coverage will apply if THAN THIRTY (30) DAYS BY CAUSES NOT ATTRIBUTABLE EITHER TO YOU OR TO FORCE MA- none are specified. AT &T will provide other coverage options for an additional charge. If the JEURE CONDITIONS, IN WHICH CASE YOU SHALL HAVE THE RIGHT, AS YOUR SOLE REMEDY, TO products ordered are not operational during the warranty period you shall notify AT &T. AT &T wilt, at CANCEL THE ORDER AL OR GI B E PERSONAL CANCELLATION TY CHARGES; OR FOR BODILY DAMAGES OR ES TO REAL INJURY its option, repair or replace those products without charge. Replaced products become the property E TO A SLY CAUSED YOUR PROVEN E DEATH AT &T. DEATH TO ANY PERSON NEGLIGENTLY TANGIBLE CAUSED BY AT&T, YOUR RIGHT TO PROVEN DAMAGES TO PROPERTY AT &T's coverage options are described in AT &T's Standard Maintenance Offerings, a copy (5) FOR R OR PERSON; AT&T'S FAILURE 10 PERFORM OR OBSERVE ANY MATERIAL TERM OR CONDITION OF of which is available upon request. THIS AGREEMENT, WHICH CONTINUES FOR THIRTY (30) DAYS AFTER AT &T'S RECEIPT OF YOUR D. If AT &T is unable during the warranty period. to repair or replace. you have the right to return the WRITTEN NOTICE, THE REMEDY STATED IN SECTION 16.B; product for a refund of the purchase price Tess a reasonable allowance for use. (6) FOR CLAIMS OTHER THAN SET FORTH ABOVE, AT &T'S LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES WHICH ARE PROVEN IN AN AMOUNT NOT TO EXCEED $100,000. 7. SOFTWARE WARRANTY C. EXCEPT TO THE EXTENT PROVIDED IN- SUBSECTION 1584. AT &T SHALL NOT BE LIABLE FOR AT &T warrants that software which is not covered by the warranty in Section 6 will be in good INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, working order on the Delivery or In- Service Date, whichever is applicable. For AT &T software, the SAVINGS OR REVENUES OF ANY KIND, WHETHER OR NOT AT &T HAS BEEN ADVISED OF THE warranty period is ninety (90) days unless otherwise indicated on the front of the Agreement. AT &T POSSIBILITY OF SUCH DAMAGES. will replace without charge any AT &T software that is not in good working order, during the warranty 16. CANCELLATION period, if returned to AT &T. 0 AT &T is unable to repair or replace the software. the full amount paid A. It an order is cancelled in whole or part after the Freeze Date, you agree -to pay a fee equal to 20 for the use of the AT &T software will be refunded. The warranty for other suppliers' software is of the purchase price license fee for the cancelled products plus all incurred shipping costs. If you included in the software package and is provided directly from the supplier. cancel after installation has begun, you will be required to pay the full purchase price, shipping and installation charges to the cancellation date. Title to equipment will pass upon payment in full. 8. WARRANTY EXCLUSIONS B. If AT &T tails to perform or observe any material term or condition of this Agreement and such A. EXCEPT AS STATED IN SECTIONS 6 AND 7, AT &T, ITS SUBSIDIARIES AND THEIR AFFILL failure continues tor thirty (30) days after AT &T's receipt of your written notice, you may cancel the ATES, SUBCONTRACTORS AND SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED. order without liability for cancellation charges. AND SPECIFICALLY DISCLAIM ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A C. If you fail to pay any charge when due, and such payment is not received by AT &T within ten (10) PARTICULAR PURPOSE. - days after receipt of written notice or if you fail to perform or observe any other material term or 6. The warranties provided in Sections 6 and 7 do not cover repair for damages, malfunctions or condition of thisAgreement and such failure continues for.tbirty (30) daysafjerreceipt of written service failures caused by: notice, you shall be in default and AT &T may terminate this Agreement and exercise any available (1) actions of non -AT &T personnel. including AT &T's failure to respond to alarms due to customer rights. Upon teRnination by AT &T, you shall be liable for any applicable charges, including access of the remote access line; (2) failure to follow AT &T installation, operation or maintenance cancellation charges. instructions; (3) attachment of non -AT &T equipment to the products; (4) failure of products not 17. FORCE MAJEURE maintained by AT &T; (5) abuse. misuse or negligent acts; or (6) force majeure conditions as stated AT &T shall have no liability for damages due to: fire. explosion, lightning, pest damage, power in Section 17. surges or failures, strikes or labor disputes, water, acts of God, the elements. war, civil distur- C. AT &T does not warrant uninterrupted or error free product operation or that the software bances, acts of civil or military authorities or the public enemy, inability to secure raw materials, functions will meet your requirements. Although AT &T has used reasonable efforts to minimize transportation facilities, fuel or energy shortages, acts or omissions of communications carriers, or defects or errors in the software, you assume the risk of any damage or loss from the use of or other causes beyond AT &T's control whether or not similar to the foregoing. inability to use the software. 18. ASSIGNMENT • Neither party may assign this Agreement without the prior written consent of the other party. 9. PRICE AND PAYMENT Consent shall not be unreasonably withheld. AT &T may assign this Agreement to a present or future A. AT &T may require an advance payment. progress payments. or other form of security as a affiliate. subsid,ary or successor or may assign its right to receive payment condition of acceptance of any order to purchase. AT &T will render an invo.ce on the Delivery or In 19. SUBCONTRACTING Service Date unless billing is rendered sooner pursuant to this section or Section 5 C. AT &T may subcontract work to be performed under this Agreement, but shall retain responsibility B. Recurring charges will be invoiced in advance. Nonrecurring charges will be invoiced as for the work. incurred. Payment other than provided for in Section 9A is due within thirty (30) days from the 20. GENERAL invoice date. .• • A. Any supplement. modification or waiver of any provision of this Agreement must be in writing Restrictive endorsements or other statements on checks will not apply. You agree to,reimburse, • and signed by authorized representatives of both parties. AT &T for reasonable attorneys' fees and any other costs associated with collechng'delinquent B. It any portion of this Agreement is found to be invalid or unenforceable, the parties agree that the payments. remaining portions shall remain in effect. The parties further agree that in the event such invalid or C. You shall pay taxes levied upon the sale, transfer of ownership. installation, license or use of unenforceable portion is an essential part of this Agreement, they will immediately begin negotia- products or services, unless you provide a tax exemption certificate. Excluded are taxes on AT &T's tions for a replacement. net income. C. If either party fails to enforce any right or remedy available under this Agreement, that failure D. You shall pay all shipping, rigging and other destination charges invoiced. shall not be construed as a waiver of any right or remedy with respect to any other breach or failure E. Equipment sold 1/ new will qualify as new under federal tax laws. by the other party. Ll. The section headings in this Agreement are inserted for convenience only and are not intended to • 10. TITLE /RISK OF LOSS affect the meaning or interpretation of this Agreement. Title and risk of loss for customer - installed equipment shall pass to you on the Delivery Date. Title to E. Any legal action you bring against AT &T with respect to this Agreement must begin within two (2) AT &T- installed equipment shall pass to you on the In- Service Date; risk of loss shall pass at time of years after the cause of action arises. delivery. Title and risk of loss for equipment previously used under a service agreement or Term Plan F. You certify that the products acquired hereunder are intended for the internal use of the entity shall pass to you at the time the order to purchase is accepted by AT &T. hereunder and not for the purpose of resale. G. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE 11. SECURITY INTEREST LOCAL LAWS OF THE STATE OF NEW JERSEY. AT &T or its assignee shall have a purchase money security interest in the equipment to secure the - H. THIS IS THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE PROD purchase price and if applicable. the installation charges until they are paid in full. You 10410 'aias AND SERVICES PROVIDED HEREUNDER AND SUPERSEDES ALL PRIOR AGREEMENTS, execute and deliver all documents requested by AT &T to protect and maintain AT &T s security PROPOSALS, COMMUNICATIONS BETWEEN THE PARTIES AND UNDERSTANDINGS. WHETHER interests. WRITTEN OR ORAL. TERMS & CONDITIONS . American Telephone and Telegraph Company ( "AT &T ") and you, the Customer, agree that the 12. PATENT AND COPYRIGHT INDEMNITY following terms and conditionsapply to the equipment, software and related services listed on the A. AT &T will defend or settle, at its own expense, any claim or suit against you alleging that any front ofttys Agreement or subsequently ordered pursuant to this Agreement. This Agreement may AT &T products furnished under this Agreement infringe any United States patent, trademark, contain additien�T'pages''nd'*overs products (equipment and%or software) for use only in the United copyright or trade secret. AT &T will also pay all damages and costs that by final judgment may be States. assessed against you due tosuch infringement. AT &T's obligation is expressly conditioned upon the following: (1) that you shall promptly notify AT &T in writing; (2) that AT &T shall have sole control of 1. CONTRACT PERIOD the defense or settlement; (3) that you shall cooperate with AT &T in a reasonable way to facilitate the This Agreement sha(I,be effective from the date of AT &T's written acceptance until terminated as set settlement or defense: and (4) the action does not arise from your modifications, or from combina- forth in this Agreement tions of products provided by AT &T with products provided by you or others. B. If any AT &T products become, or in AT &T's opinion are likely to become, the subject of a claim of 2. ORDERS infringement. AT &T will, at its option: (1) procure tor you the right to continue using the applicable A. All orders are subject to credit approval and may be subject to payment conditions product; (2) replace the product with a non - infringing product substantially complying with the Subsequent written or oral orders for modifications, additions or changes will become art integral product's specifications: (3) modify the product so it becomes non - infringing and performs in a part of this Agreement when accepted by AT &T. Terms and conditions on any non -AT &T order form substantially similar manner to the original product; or (4) upon failure of the foregoing, AT&T will shall not apply. refund the purchase price or one -time Software license fee less a reasonable allowance for use B. You are responsible for any order which you electronically transmit. The appearance of your 13. SOFTWARE LICENSE identification code serves as your signature and authorization for such order. A AT &T grants you a personal, non - transferable and non - exclusive right to use, in object code form. all software and related documentation furnished under this Agreement. This grant shall be 3. CONFIGURED PRODUCT CHANGES limited to use with the equipment for which the software was obtained or, on a temporary basis, on Configured products consist of hardware and/or software designed or modified in accordance wail back up equipment when the original equipment is inoperable. Use of software on multiple your specifications. The Freeze Date for configured products is indicated on the front of this rrucessors is prohibited unless otherwise agreed to in writing by AT &T. You agree to use your best Agreement. After that date, changes cannot be made to the hardware configuration until installation (Marts to see that your employees and users of all software licensed under this Agreement comply has been completed. Such changes wine charged at AT &T's then current prices with these terms and conditions and that you watt refrain from taking anystet%, such aSYeverse assembly or reverse compilation, to derive a source code equivalent of the software. 4. NON - CONFIGURED PRODUCT CHANGES B. You are permitted to make a single archive copy of software. Any copy must contain the same A. You shall provide the final station detail information (final number, type of telephone sets and/or copyright notice and proprietary markings as the original software. Use of software on any terminals, and station program detail) for non - configured products being ordered with a configured equipment other than that for which it was obtained, removal of software from the United States, or product by the date AT &T provides. Substitutions. additions or deletions for non - configured any other material breach shall automatically terminate this license. products will be accepted up to this date as long as they do not alter the hardware configuration. and C If the terms of this Agreement differ from the terms of any agreement packaged with software, do not decrease the total price by more than 5%. . the terms of the agreement in the packaged software shall govern. B. The Freeze Date for orders consisting entirely of non - configured products is the date AT &T 14. USE OF SOFTWARE AND INFORMATION A. You agree that any software or technical and business information ( "Information ") owned by accepts the order, unless otherwise indicated. C. AT &T reserves the right to cancel the existing order and issue a new order reflecting the changes AT&T or its suppliers and furnished to you under this Agreement shall remain the property of AT &T if they decrease the price by more than 5°%°. Such orders shall be charged at AT &T's then current or the supplier, and shall: prices. (1) be used only to install, operate or maintain the product for which originally furnished; (2) not be reproduced or copied, in whole or in part. except as necessary for use as authorized under this 5. INSTALLATION Agreement or unless otherwise agreed to in writing; (3) together with any copies, be returned or A. AT &T shalt deliver the ordered products and install those products for which installation charges destroyed when no longer needed or permitted for use with the product for which initially furnished; are specified. For AT &T installed products, the "In- Service Date" is the date AT &T notifies you that and (4) not be removed from the United States. the products are installed in good working order and comply with AT &T's standard specifications. B. Software and Information designated "confidential" or "proprietary' shah be kept in confidence your expense, you shall provide: (1) an a ui moot room and other environmental conditions except for any part that: (1) you rightfully obtain free of any obligation to keep confidential; (2) B. At as specified by AT &T; (2) ready access to the i location for equipment and personnel at becomes generally known to the public through acts not attributable to you; or (3) you independently times specified by AT &T: (3) adequate work space, heat, light, ventilation and electrical outlets; and develop. (4) a secured and protected area for storage of tools and equipment near the equipment room. You g. f any equipment the e right to o u subsequently assigned se any relatfed ed software are e end and d Information , upon writte n r prr ovv request, provided the new eew w end are responsible for removal of any hazardous material (e.g. asbestos) or correction of any grant the new w end ut nd user the use hazardous condition that affects AT &T's performance of work. Installation or services may be user also agrees, in writing, to AT &T's terms and conditions and pays any scheduled fees. delayed while you remove or correct the hazardous condition, with no penalty to AT &T. 15. EXCLUSIVE REMEDIES AND LIMITATIONS OF LIABILITY C. AT&T will make reasonable accommodations if you request a delay at least thirty-five (35) days A. FOR PURPOSES OF THE EXCLUSIVE REMEDIES AND LIMITATIONS OF LIABILITY SET FORTH prior to the date the products are delivered to you ("Delivery Date "). If you delay less than thirty -five IN THIS SECTION, "AT &T SHALL BE DEEMED TO INCLUDE AT &T, ITS SUBSIDIARIES AND (35) days prior to Delivery, AT &T may (1) deliver, install, and commence billing you as of the THEIR AFFILIATES, AND THE DIRECTORS. OFFICERS, EMPLOYEES, AGENTS, REPRESEN- scheduled Delivery or In- Service Date; or (2) cancel the order and bill you for cancellation charges TATIVES. SUBCONTRACTORS AND SUPPLIERS OF ALL OF THEM; AND "DAMAGES WILL REFER set forth in Section 16. COLLECTIVELY TO ALL INJURY, DAMAGE. LOSS OR EXPENSE INCURRED. as s D. et forth may impose additional charges if you change the installation location. B. AT &T'S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDIES FOR ANY DAMAGES CAUSED BY ANY PRODUCT DEFECT OR FAILURE, OR ARISING FROM THE PERFORMANCE OR NON -PER- 6. WARRANTY FORMANCE OF ANY WORK OR SERVICE REGARDLESS OF THE FORM OF ACTION. WHETHER IN A. CONFIGURED PRODUCTS PURCHASED UNDER THIS AGREEMENT OR REPLACEMENT EQUIP- CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, SHALL BE: MENT MAY CONTAIN REMANUFACTURED PARTS THAT ARE EQUIVALENT TO NEW IN PERFORM- (1) FOR INFRINGEMENT, THE REMEDIES STATED IN SECTION 12; ANCE. (2) FOR FAILURE OF PURCHASED EQUIPMENT OR THE ASSOCIATED OPERATING SYSTEM SOFT B. AT &T warrants that on the Delivery or In- Service Date. whichever is applicable, and during the WARE, DURING WARRANTY PERIOD, THE REMEDIES STATED IN SECTION 6; FOR FAILURE OF warranty period, the equipment and associated operating system software (basic software acquired (3) FOR DELAYS A AYS IN SOFTWARE. DELIVERY IN-SERVICE STATED EVIC IN SECTION /; E RATE, WHICHEVER IS APPLICABLE. with the equipment that enables it to function) will operate in accordance with AT &T s standard ELN TH E. THE ELUNLSS THE DELIVERY AT&T Y SHALL HAVE LIABILITY specifications. The warranty period shall be as specified on the order and begin on the Delivery or (0I DAYS Y Y CA S Y CAUSES NOT T E OR ATTRIBUTABLE IN-SERVICE DATE IS DELAYED MORE In- Service Date, whichever is applicable. AT &T's standard warranty period and coverage will apply if THAN THIRTY E AR E CO ODI (ON DALL HAVE T none are specified. AT &T will provide other coverage options for an additional charge. If the CAN THE ORDER IN N WHICH CASE YOU G SHALL CA THE EITHER ER TO YOU OR HE RIGHT, AS YOUR SOLLE E TO FORCE REMEDY, , 0 1 TO products ordered are not operational during the warranty period you shat! notify AT &T. AT &T will. at CANCER DAM ORDER WIEAOUT INCURRING CAN CHARGES; FOR DAMAGES its option. repair or replace those products without charge. Replaced products become the property DEATH DA H TO ANY PERSON O REAL ON NEGLLI GENT LLY Y CAUSED PERSONAL B BY AALAPION AT &T, YOUR RIGHT TO PROVEN OI INJURY OR DEY T PROPERTY OR FOR DAMAGES of AT &T. TO PROPERTY OR PERSON; C. AT &T's coverage options are described in AT &T's Standard Maintenance Offerings, a copy (5) FOR AT &T'S FAILURE TO PERFORM OR OBSERVE ANY MATERIAL TERM OR CONDITION OF of which is available upon request. THIS AGREEMENT, WHICH CONTINUES FOR THIRTY (30) DAYS AFTER AT &T'S RECEIPT OF YOUR D. If AT &T is unable during the warranty period. to repair or replace, you have the right to return the WRITTEN NOTICE, THE REMEDY STATED IN SECTION 16.B; product for a refund of the purchase price less a reasonable allowance for use. (6) FOR CLAIMS OTHER THAN SET FORTH ABOVE, AT &T'S LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES WHICH ARE PROVEN IN AN AMOUNT NOT TO EXCEED $100,000. 7. SOFTWARE WARRANTY C. EXCEPT TO THE EXTENT PROVIDED IN SUBSECTION 15B4, AT &T SHALL NOT BE LIABLE FOR AT &T warrants that software which is not covered by the warranty in Section 6 will be in good INCIDENTAL. INDIRECT'. SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS. working order on the Delivery or In- Service Date. whichever is applicable. For AT &T software, the SAVINGS OR REVENUES OF ANY KIND, WHETHER OR NOT AT &T HAS BEEN ADVISED OF THE warranty period is ninety (90) days unless otherwise indicated on the front of the Agreement. AT &T POSSIBILITY OF SUCH DAMAGES. will replace without charge any AT &T software that is not in good working order, during the Warranty 16. CANCELLATION period. if returned to AT &T. If AT &T is unable to repair or replace the software, the full amount paid A. 'Han order is cancelled in whole or part after the Freeze Date, you agree to pay a fee equal to 20% for the use of the AT &T software will be refunded. The warranty for other suppliers' software is of the purchase price license foe tor the cancelled products plus all incurred shipping costs. If you included in the software package and is provided directly from the supplier. 8. WARRANTY EXCLUSIONS cancel after installation has begun, you will be required to pay the full purchase price, shipping and installation charges to the cancellation date. Title to equipment will pass upon payment in full. B. .11 AT &T fails to perform or observe any material term or condition of this Agreement and such A. EXCEPT AS STATED IN SECTIONS 6 AND 7, AT &T, ITS SUBSIDIARIES AND THEIR AFFIL.I- failure continues for thirty (30) days after AT &T's receipt of your written notice, you may cancel the ALES, SUBCONTRACTORS AND SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, order without liability for cancellation charges. AND SPECIFICALLY DISCLAIM ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A C. If you fail to pay any charge when due. and such payment is not received by AT&T within ten (10) PARTICULAR PURPOSE. days after receipt of written notice or if you fail to perform or observe any other material term or B. The warranties provided in Sections 6 and 7 do not cover repair for damages, malfunctions or condition of this Agreement and such failure continues for thirty (30) days after receipt of written service failures caused by: notice, you shall be in default and AT &T may terminate this Agreement and exercise any available (1) actions of non -AT &T personnel. including AT &T's failure to respond to alarms due to customer rights. Upon termination by AT &T, you shall be liable for any applicable charges, including access of the remote access line; (2) failure to follow AT &T installation, operation or maintenance cancellation charges. instructions: (3) attachment of non -AT &T equipment to the products; (4) failure of products not 17. FORCE MAJEURE maintained by AT &T; (5) abuse, misuse or negligent acts; or (6) force majeure conditions as stated AT &T shall have no liability for damages due to: fire, explosion, lightning, pest damage, power in Section 17. surges or failures, strikes or labor disputes, water, acts of God. the elements, war, civil distur- C. AT &T does not warrant uninterrupted or error free product operation or that the software bances, acts of civil or military authorities or the public enemy, inability to secure raw materials, functions will meet your requirements. Although AT &T has used reasonable efforts to minimize transportation facilities, fuel or energy shortages, acts or omissions of communications carriers, or defects or errors in the software. you assume the risk of any damage or loss from the use of or other causes beyond AT &T's control whether or not similar to the foregoing. inability to use the software. 18. ASSIGNMENT Neither party may assign this Agreement without the prior written consent of the other party. 9. PRICE AND PAYMENT Consent shall not be unreasonably withheld. AT &T may assign this Agreement to a present or future A. AT &T may require an advance payment, progress payments, or other form of security as a affiliate, subsidiary or successor or may assign its right to receive payment. condition of acceptance of any order to purchase. AT &T will render an invoice on the Delivery or In- 19. SUBCONTRACTING .•, Service Date unless billing is rendered sooner pursuant to this section or Section 5.C. Af &T may subcontract work to be performed under this Agreement, but shall retain responsibility B. Recurring charges will be invoiced in advance. Nonrecurring charges will be invoiced as tor the work. incurred. Payment other than provided for in Section 9A is due within thirty (30) days from the 20. GENERAL invoice date. A Any supplement, modification or waiver of any provision of this Agreement must be in writing Restrictive endorsements or other statements on checks will not apply. You agree to reimburse and signed by authorized representatives of both parties. AT &T for reasonable attorneys' fees and any other costs associated with collecting delinquent B If any portion of this Agreement is found to be invalid or unenforceable, the parties agree that the payments. remaining portions shall remain in effect. The parties further agree that in the event such invalid or C. You shall pay taxes levied upon the sale, transfer of ownership, installation, license or use of unenforceable portion is an essential part of this Agreement, they will immediately begin negotia- products or services, unless you provide a tax exemption certificate. Excluded are taxes on AT &T's tions for a replacement. net income. C. If either party fails to enforce any right or remedy available under this Agreement, that failure D. You shall pay all shipping. rigging and other destination charges invoiced. shall not be construed as a waiver of any right or remedy with respect to any other breach or failure E. Equipment sold as new will quality as new under federal tax laws. by the other party. D. The section headings in this Agreement are inserted for convenience only and are not intended to 10. TITLE /RISK OF LOSS affect the meaning or interpretation of this Agreement. Title and risk of loss for customer - installed equipment shall pass to you on the Delivery Date. Title to E. Any legal action you bring against AT &T with respect to this Agreement must begin within two (2) AT &T- installed equipment shall pass to you on the In- Service Date; risk of loss shall pass at time of years after the cause of action arises. delivery. Title and risk of loss for equipment previously used under a service agreement or Term Plan F. You certify that the products acquired hereunder are intended for the internal use of the entity shall pass to you at the time the order to purchase is accepted by AT &T. hereunder and not for the purpose of resale. G. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE 11. SECURITY INTEREST LOCAL LAWS OF THE STATE OF NEW JERSEY. AT &T or its assignee shall have a purchase money security interest in the equipment tip- secure the H. THIS IS THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE PROD - purchase price and if applicable. the installation charges until they are paid in hi1f: You agree to ", UCTS AND SERVICES PROVIDED HEREUNDER AND SUPERSEDES ALL PRIOR AGREIEMENTS, execute and deliver all documents requested by AT &T to protect and maintain AT &T's security PROPOSALS. COMMUNICATIONS BETWEEN THE PARTIES AND UNDERSTANDIttGS' WHETHER interests. WRITTEN OR ORAL