HomeMy WebLinkAboutAgreement_General_03/21/2007~~
A
/Idvnrrred Communirntion Solutions
Agreement Number
AGREEnIENT
(800) 841-1 ACS
WWW.2ACS.COM
FULL 1_E~~-lL NaDIE i~F ~'C~ST~i~[EK STREET ADDRESS
Village of Tequesta City Nall 345 Teduesta Drive
~'I'LI~ ~7-ATE Z[V PHA ENE Fa
Te uesta Florida 33469 561-575-6200 X 201 561-575-6224
BILLING NAME (LF DIFFERENT FROM ABOVEI EIILLING STREET ADnRESS
Crry SI'.ATE ZIP CONTACT F,-,YLAIL
Debbie Telfrin ~1~tecfuesta.o
nHiP TCl a~~r)F FS~ ~ IF iNFF@kFDIT FRU[~f :~[;~ 1lF ~
-____ _
750196
1! i ~ '
DTI -U~(1 ETU (PRI Card)
i
1
i i~
$1?00.00
~ 1 i i
$1?00.00
750? l7 SLIB (4) U10 Single Line Card Fares 1 $350.00 $350.00
750218 SLIE (4} U10 Single Line Card Fares 1 $350.00 $350.00
Labor Service Order Chartre 1 $ 37.00 $ 37.00
Labor Hourly c Reg $99.00 OT $149 OO~Hour
Install will be billed seperatly
Credit COI (8) Cards Credit to replace w/DTI 1 ($ 634.00) ($634.00)
Credit for above 70°'0 or Purc Price Orig. ~°~'-T°t"1 ~''°' ""
T:c: '~
^ See attached Schedule for additional Equipment
Total $1303.00
IMPORTAN"1': READ BEFORE SIGNING. THE TERMS OF THIS PURCHASE AGREEMENT (THF, "AGREEMENT") (INCLUDING THE TERMS AND
CONDITIONS SE'C FORTH BELOW AND ON THE REVERSE SIDE HEREOF} SHOULD BE READ CAREFULLY BF;C'ALJSE ONLY THOSE TERMS IN
WRITING ARE ENFORCEABLE. TERMS OR ORAL PROMISES WHICH ARE NOT CONTAINED IN THIS WRITTEN AGREEMENT MAY NOT BF,
LEGALLY ENFORCED. CUSTOMER AGRF,ES THAT THE EQUIPMENT WILL BE L?SED FOR BUSINESS PL?RPOSES ONLY AND NOT FOR
PERSONAL, FAMILY OR HOLISEHOLU PURPOSES. CUSTOMER CEK'rIFIES THAT ALL THE INFORMATION GIVEN IN THIS AGREEMENT ANll
ITS APPLICATION WAS CORRECT AND COMPLETE V1'HEN THIS AGREEMENT WAS SIGNF,D. THIS AGREEMENT IS NOT BINDING UPON ACS
OR EFFECTIVE UNTIL AND UNLESS ACS EXF,C.LTTES THIS AGREEMENT. THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE
STATE OF FLORIDA. CUSTOMER A(GRF,FS TO THE, JURISDICTION AND VENUE OF FEDERAL COURTS IN FLORIDA AND STATE COURTS IN
BROWARD COUNTY, FLORIDA.
PROPOSED BY:
ACS: Advanced
13.50 NE New
DATE:
(Printed
ACCEPTED BY:
uca ion Solutions, Inc. CUSTOMER: + L ~
~r ad, Suite 1350, Deerfield Beach, FL 33342 al Nam
(Type ofEntit .State Chgan~ j
BY: y
horized Signer) (Signature,Jof Authorized Si r)
leer, Account Services Representative 1~l r C f~I"~ ~ ~ I~' ~L`' ~~ ~ ~ f' `,1 !° ,
and Title) (Feinted Name and Title) ~/
' ~G email
DATE: FEDEK:M. TA,X ID#
^ A m:ukeJ butt uxlicates that ]hr S~ stmt antstitutes an up~ade 1'Up~~rade~~i tip ao rvittut~ teleconununi~atiu~ts a~ stem 1 ~~r.vshn~ Sc stem ).
AGREEMENT. ACS will sell, deliver, and install the telecommunications equipment (the "Equipment") and sublicense or arrange for the license to Customer of the
associated software (together, the "System") listed above and Customer will purchase the Equipment. Customer ntay also order System maintenance (hereinafter
"Maintenance") pursuant to any of ACS' then standard service plans. 'rhe System will be installed and maintained at the location specified above (the "Premises").
1. PRICE, PAYMENT TERMS, AND SCHEDLiLING. The price for the System including price of Equipment, installation and warranty, plus all applicable taxes, is the
amount listed next to the "Total" line above (the "Cash Price"). CuQomer will pay the Cach Price on the following milestone dates: $ 651.50 (50% of Cash Price) on
signing of this Agreement and $ (50°0 of Cash Price) on the Installation Cutover Date or such other payment terms as specified
here: .Installation Cutover Date occurs on the date when the System is installed at the Premises. All installments of fire Cash Price will
be subject to a late payment service charge of one and one half percent (P/z°.'°) per month (or as limited by applicable law) on payments not made when due. A restocking
fee equal to fifteen percent (1 S°io) of the price of any applicable Equipment may be charged for any unopened component that has been delivered to the Premises.
2. LIMITATION OF LIABILITY. IN NO EV""ENT SHALL ACS AND ITS SUPPLIERS OR SUBCONTRACTORS BE LIABLE FOR: (i) ANY SPECIAL.
INCIDENTAL, EXEMPLARY, OR CONSF,QLTENTIAL DAMAGES; OR (ii) COMMERCIAL LOSS OF ANY KIND (INCLUDING LOSS OF BUSINESS OR
PROFITS); OR (iii) ANY DAMAGES OF ANY KIND RESULTING FROM UNAUTHORIZED USE OF THE SYSTEM, INCLUDING, WITHOUT LIMI"I'ATION,
TOLL FRAUD. THIS PROVISION APPLIES TO ALL CLAIMS WHETHER BASED UPON BREACH OF WARRANTY. BREACH OF CONTRACT, NEGLIGENCE,
STRICT LIABILITY IN TORT OR ANY OTHER LF,GAL THEORY AND VVHETIIER ACS OR rrS SLTPPLIF,RS OR I"I'S SUBCONTRACTORS HAVE BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGE., OR LOSS.
3. RISK OF LOSS, T[TLf: ANU tiN;CUHI7'1' IN"1"N:KES'1'. Customer assumes the risk of loss to the System fro,» the Delivery Date. lJnlil the Cush Prie:c is paid in full,
{'ustpmi;r will maintain adcyuatc insurance against fire, theft or ether InsS liar the 5yslrm's fill insurable value with ACS Warned as loss payee, Title in the equipment will
pass on full payment of thr Ctuh I'ricc plus all taxes. Customer will be responsible fir any personal pmpcrty taxes assessed on arty portion of the System. AC'S reserves
and Customer grants AC5 a security interest in the System in the amount of the Cash Price. Customer agrees lhnt ACS may file a financing statement (UCC-I j with respect
Iv the Equipment, Upon payment in full, ACS will promptly file to lerminato sui:h financing statement. It'tltis Agreement specifies an Up(tradc to an Existing System, title
and ownership to any equipment replaced during installation of 4te Upgrade shall he transferred k> and vest in ACS.
4. INSTALLATION AND TRAINING. ACS will install the System at the Premises in accordance with manufacturer's specifications. ACS will provide Customer with
its standard end-user training for the System al rtv additional Churgc.
5. ACCEPTANCE. When the installation has been completed, ACS will test the System eceoMing lit the manufacttrrgr's diagnostic and readiness test spccificutions in
prcpara[ion for connecting the System to the basic telephone nctwnrk, Oncc the Installation Cutover Date has occurred and the Syslom has been operational for a period of
fourteen (14) calendar days, it will be deemed a:Cepteci by Customer unlrSS Customer has provided ACS with written notice within that limn pcrivJ setting forth
dcfieicncics in operation. if Customer has provided such notice, ACS will correct the listed dcftCicnc:ics at which time Customer shall promptly certify in writing il4
acceptance of the System. I f rcyucstcd by ACS, Customer, upon acccptancc, will promptly execute a Cenificete of Delivery and Acc;CptanCC.
6. LIMITED WARRANTY, (a) Fvr a period of one (1) year from the Installation Cutover Date (the "Warranty Period"), AGS warrants that the System will be trcc from
dcttccts in materials and workmanship and will operate in accordance wish manufacturer's specifications. (b) THE ABOVE WARRANTY [S IN L.IF.U OF AI,I, O'I'HF;K
EXPRESS WARRANTIES. THIS AGRFF,MF,NT FXCLl1DES ALL IMPLIED WARRAN'f1ES, INCLUDING, 8UT NOT LIMITED TO, THE WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICIJI.AR PIIRPOSF., $UI'I'AHII,I'I'Y, DESIGN, CUNDITIUN, DURABILITY, OPERATION, QUALITY OF
MA"I'F;KIAI,S OR WC)RKMANSH[P, UR COMPLIANCE WITH SPECIFICATIONS OR APPL.ICABI,F. I.AW, ACS UISCI,AIMS ANY WARRANTY TU PREVENT
l1NA(1THl)RIlk:p USF OF THE SYSTEM, INCLUDING TOLL FRAUD. (c) Customer's SOLE AND EXCI_USIVF RF.Mrt)Y for beach of warranty is limited to
ACS', performance as set forth in Section 7 bciow and pertbrmance of warranty service during the Warranty Periad will rrnl extend Ur restart the Warranty Period, If,
however, it is determined that such remedy fails of its tsscntial ptrrposc, then AC'S' entire liability t'or such breach is limited to payment by ACS of Customer's actual
damages in an amount not to exceed Iho Catih Price of the System.
7, WAKKAN'1'Y SERVICES. During the Warranty Periad, if warranty work is necessary, AC5 will, ut its option, (i) repair the System in place, or (ii) accept rcntm of
components of thr System for repair or replacement. Such repair or replacement, including bath pans end lalx~r, will he at ACS' cxpcnsr. Repair and replaccmcttt parts
may he new nr rcCOnditioncd to be the functional cgttivalent of new,
8. WARRANTY EXCLUSIONS. Warranty scroiCC provided under this Agrccmcnt excludes repairs or rcplaccmcnts ncccssitatcd by: (i) damage to the System due to tire,
explosion, powct irrcgularitics, power surges. Acts of God (including, without limitation, earthquakes, rates, Roods or lightning), or any other cause not attributable to ACS
(not including a dCfCCt in the System); (ii) Customer's failure to follow applicable operation, maintenance, or environmental requirements described in any of the
manufacturer's manuals or product bulletins, ACS' manuals, and other materials provided to Customer, (iii) Customer's additions, alterations, modifications, enhunCCmenth
or repairs to, or disassembly of, the System (itself yr using a thins parry) without ACS' written consent; (iv) mishandling, abuse, misuses or damage to the System by
Customer or a third party; (v) relocation of Ute System without ACS' written consent (other than lclephonc instruments rclocatcd in accordance with the manufacturer's
xpocificatians); (vi) failures or outages required resulting from Ure local exchange company, interexcharrgo carrier, the power company M other transmission providers; or
(vii) ally failures or damage arising from date dependent r>4rerstinns, calendar-related data and the procrssing nt'such data, or in connection with transfercing any calendar-
relatcd data to and accepting calendar-related data from other systems. If any excluded cause occurs, ACS may, ut its option; (a) perform repairs at Customer's request at
ACS' then comet charges, ar (b) tcmtinaic any maintenance obligations it may then have relating !o the applicable System.
9. INDEMNIFICATION. Each pally shall indemnify the other only with respect to any third party claim alleging bodily injury, including death, or damage to tangible
property to the extent such injury or damage is Caused by the gross ncgligcncr or willful misconduct of the indemnifying party, provided that such claim is reported
promptly in writing to the indemnifying party. In no curet shat] ACS' liability under this section exceed the Crash Price of tltc System. This ittdetnnify shall nut apply to
any claims arising out of use of affected items manufactured at Customer's reyuesl to Cusliancr's prixluctivn specifications or out of use of the affected items in a matmer or
for a purpose not contemplated by this Agrecmcnt.
10. DF.FAUI,T, If any breach by Customer of this Agreement, or any other agreement between the parties, Continues unCOrrCGtrd for morC than floc (5) days Rftct written
notice from ACS describing rho breach, ACS shall be entitled to declare a default under this Agreement artd pursue any and all remedies available at taw yr equity, except as
spccitically limited elsewhere in this Agreement. ]n addition, ACS may susp~md pcrformancc of its obligations or may disable the Equipment, either in person or remotely,
sn that it will no longer function until Customer's breach is corrected. IfCuslomer refuses lit permit ACS to perform its obligations under this Agreement, ACS, in addition
to the remedies provided ahnvc, shall be entitled to retain all monies paid by Customer and recover additional monies, if necessary, to Cover all rrawnahlc costs incurred by
ACS in preparation for and any actual pcrformancc under this Agreement, inchtding, but not limited to, its storage costs and restocking fees.
l 1. FORCE MAJEIIRE. ACS' pergirmanCC shall bt adjusted yr suspended by ACS to the extent performance is beyond ACS' reasonable control fur rtasOns ,nCludin~,
without limitation, the following: strikes, work 5tappabCS, fire, water, govemmrntal active, Aus of Gvd (including, without limitation, earthquakes, rains or Ila~rls}, ar
public enemy, delays of suppliers, subwntrauvrs, power company, local exchange company, or other carrier.
I2. M1S(:ELLANEOUS. (a) If Customer issues a purchase order for its awtt internal purposes, Cu,KVm>~r agrees that only the terms and conditions of this Agreement
apply, (b) ACS rrserves the right to subcontract any and all of the work to be pcrtbrmed by it under this Agreement. (c) This Agr~menl is nvl assignablr by Customer
without prior written consent of ACS, Any attempt to assign any of the rights, duties or obligations under Utis Agreement without such ccxtsenl will, at ACS' option, be
deemed void or a material default or eceeptcd in ACS' sere discretion. (d) The waiver by either party of any default will not operate as a waiver of any subsequent default.
(c) 1'he non-prevailing parry will pay all of the prevailing party's costs ar expenses, including retiionahle atk~mty's and collection fees, incuncd in enforcing this
Agreement, (t) ACS' obligations under this Agrccmcnt arc contingent upon receipt of a credit report regarding Customer which is salisfaclnry to ACS in its solo discretion,
Customer hereby authorizes ACS (or its agent) to obtain crrxlit reports, make such other credit inyuirios as ACS may deem ncccssary, and furnish payment history
information to credit reporting agencies. (g) This Agreement supercedes all prior or contemporaneous proposals, communications and negaliatians, both oral and written
acrd cirnslilutes the entire al~reement between ACS and Costumer with respect to the purchase of the System. Any rcprescntations, waaantics or statements made by an
employee, salcspcrson or agent of ACS artd not expressed in Utis Agreement are not binding upon ACS. Customer lt~cnowledges that it has rctal this Agr~cmrnt, has
received and rgvicwed any and alt dacumcnts rctcrcnccd in it, understands it, and is bound by its terms. (h) [f any court holds any portion of this Agreement unenforceable,
the remaining language shall not he affeeud. (i) Any modification to this Agreement must ho in writing and executed by an authorized representative pf the parry against
wham cnfvrccmrnt is sought. (j) No actiat, regardless of form, arising out of this Agrccmcnt may be sought by either party mac than anc (1) year after the event giving
rise to the cause of action has occurred, including any breach of wa[ranty or indemnity claims. (k) 'this Agrecmrnt is dxmcd made and GOVERNED BY 'I HE LA WS C>F
Tl lE STATE OF FLQRIDA, except for its rules regarding the conllir,K of laws. (I) The parties awe that a facsimile Copy of this A~eement and related dvt:umcnts with
facsimile signatures trray be treated es originals and will be admissible es evidence acrd satisfy any applicable Statute of Frauds. (m) In the event of any conRicl between the
terms and conditions of this Agreement, AC5' form attachments, and any other attachment, including Custancr's rcgttcst for proposal or similar document, this Agrccmcnt
shall control over the form attachntcnts, which in rum shall control Duct any other attachmcnl, (n) "Phis Agrccmcnt allocates the risks of thr System's operation berwren
ACS and the Customer, an allocation that is recognized by bosh parties and is reflected in the Cash 1'ricc set forth. (o! Customer agrees that nrithrr it nor any of its affiliates
will solicit any of the AC5 employees providing services pursuant to this At;rt;emcnt with nf>Fers of employment during the icrrrt of this Agrament and for a period of one
(1) year after expiration of this Agreement. (p) All of Customer's written notices to ACS must be sent by certified mail ar recognized pvemight delivery srrviCC, postage
prepaid, to ACS at its address sot fnrih nn the first page pf this Agr~mcnt. All ACS' notices to Customer may be sent first Class mail, postage prepaid, t0 Customtt'S
L3illing Address stated heroin. At any time otter this Agrccmcnt is signed, ACS or Customer may change an address by giving notice to the other of the change.
Letter of Election
Village of Teguesta ("Subscriber"} requests BellSouth Telecommunications, lnc. ("Company") to provide the following
Service at Subscriber locations as detailed in the Service Attachment, attached hereto and incorporated herein by
reference. The Service included in this Agreement is:
Centrex Primary Rate ISDN
The Company will provide the requested Service under the terms and conditions stipulated in the governing tariff,
including any changes therein as may be made from time to time. Tariff references providing the basis for this Agreement
are detailed in the Service Attachment. Important tariff provisions relating to the requested Service include, but are not
limited to:
The Company will furnish, install, maintain and provide maintenance of the Service in accordance with the Company's
lawfully filed tariffs. The service period shall begin on the date Service is installed and billing begins ("Service Period"),
unless specified otherwise in the tariff.
The Subscriber agrees to pay the Company for the provision of the Service based on the selected length of term
described in the tariff. This monthly rate will continue for the elected Service Period and will not be subject to Company
initiated change during this period.
The Service Period, monthly recurring charges, and non-recurring charges for this Agreement are detailed in the Service
Attachment.
In the event the Service is terminated prior to the expiration of the Service Period, the Subscriber shall pay Termination or
Cancellation Charges as specified in the tariff or in the applicable promotion filing. The appropriate tariff sections shall
govern moves of service, upgrades to a higher level of service, and changes in jurisdiction.
The Service Attachment describes the quantity of Service the Subscriber has ordered. Should the Subscriber desire to
add or change Service, the Company agrees to do so under the terms and conditions of the tariff and the Subscriber
agrees to pay any additional charges resulting from the change or addition.
In the event the Service requested by the Subscriber is cancelled prior to establishment of Service, but after the date of
ordering reflected herein, the Subscriber is required to reimburse the Company for all expenses incurred in handling the
request before the notice of cancel{ation is received. Such charges will not exceed the sum of all charges that would
apply if the work involved in complying with the request had been completed.
The Subscriber agrees to pay any added costs incurred by the Company due to Subscriber initiated change in the location
of the requested Service prior to the time the Service is installed.
Surcharges, such as end user common line, local number portability, federal universal service charge, etc., that may be
included in an Agreement Attachment, are not affected by the Agreement's terms and conditions and are subject to
change.
This Agreement shall be extended for additional one-year terms under the terms and conditions provided in the tariff
unless either party provides written notice of its intent not to renew the Agreement at least sixty (60) days prior to the
expiration of the initial term or each additional one-year term.
Suspension of Service is not permitted for the requested Service.
Service may be transferred to anokher Subscriber at the same location upon prior written concurrence from the Company.
The new subscriber to whom the Service is transferred will be subject to all tariff provisions and equipment configurations
currently in effect for the present Subscriber.
Recognition of previous service may be given to the Subscriber who renews an existing Arrangement or converts from
month-to-month billing, under circumstances detailed in the tariff. This Agreement period includes 36 months for
recognition of previous service.
Initial:
Page 1 of 3 Date: 3 ' / ~ ~ ~ r
PrivatelProprietary
May not be used or disclosed outside the BellSouth companies, except pursuant to a written agreement.
0 L d 14992009 l9 'ON/Z l ~ 6 '1S/9 l ~ 6 LOOZ lZ 21VW (43M) WOi1~
Letter of Election
Should any state or federal legislative or regulatory authority with appropriate jurisdiction determine that any or all of the
Regulated Services provided hereunder should no longer be regulated or provisioned under previously applicable tariffs,
and provided it is otherwise permissible under applicable state or federal law, the Parties agree that their respective
provision and purchase of such Regulated Services shall thereupon be governed by the terms and conditions of this
Agreement.
This Agreement is effective when executed by the Subscriber and accepted by the Company, and is subject to and
controlled by the provisions of the Company's lawfully filed tariffs, including any changes therein as may be made from
time to time.
Subscriber Name The Village of Tequesta
Signature
Date ~~ " ° . ~~'
Panted Name ~„ / ~.- - Title
BELLSOUTH TELECOMMUNICATIONS, INC.
Signature
Printed Name
Date
Title
Page 2 of 3
PrivatelProprietary
May not be used or disclosed outside the BellSouth companies, except pursuant to a written agreement.
ll d 1b99Z00919'ON/Z 1:6 '1S/~16 LOOZ LZ aVW(43M) W0i3~
Letter of Election
Centrex Primary Rate ISDN
State Tariff: Florida GSST Tariffs
Service Period: 24 months
This attachment, incorporated herein by reference, includes all rate elements required for:
Centrex Primary Rate ISDN
Attachment #1
Those subject to rate stabilization are indicated in the A12.25 (GSST} Tariff. Other charges mandated or permitted by
Federal, State, or Local statutes may also apply.
Centrex Primary Rate ISDN (FL} Qty USOC Non -
lnterface Type: Centrex to Customer Premises Equipment Recurring Recurring
Connection
Basic Class of Service - 24 to 48 Months 1 PR7CX $0.00 $0.00
Circuit Location #1
Central Office Termination -Centrex Primary Rate ISDN
JPTRFLMADSO (561/744) -BellSouth Telecomm, Inc. - FL
Switch Type: DMS
Voice/Data (Standard}
D-Channels 1 PR7EX $0.00 $0.00
Interface for connection to Customer Premises Equipment - 24 to 48 1 PR74X $110.00 $350.00
Months
B Channel Activation - 24 to 48 Months 23 PR7BX $667.00 $0.00
Bellsouth Centrex service PRI telephone number - 24 to 48 Months 26 PR7NA $0.00 $5.20
Excess Line Poll Charge -PRI 1 9ZEPR $0.00 $14.00
Circuit Location #2
Address: 345 Tequesta Dr
Serving CO: JPTRFLMADSO (561/575) -BellSouth Telecomm,
Inc. - FL
Switch Type: DMS
Access Line 1 1 LD1 E $875.00 $130.00
*Rafes for the FCC regulated charges listed in this quote
are based on Tariff Section 4.7 (FCC 1}.
Total Non-Recurring: $1,652.00
Total Recurring: $499,20
Service Address Information:
Location #1: Village of Tequesta
345 Tequesta Dr
Tequesta, FL
C~ SFLtS~QtI~N
A
Initial:
!-
Page 3 of 3 Date. • ~-- ~
PrivatelProprietary
May not be used or disclosed outside the BellSouth companies, except pursuant to a written agreement.
ZL d Lb99d00919'ON/Z1:6 '1S/L1:6 LOOZ lZ adW(43M)
woa~
PURCHASE ORDER
GE OF TEQUESTA
Post Office Box 3273
Testa, Florida 33469-OZ%3
5-6200 • Fax: (561) 575-6203
VENDOR
NO.: 2033
V
E
N
O
R
ACS INC
1350 E. NEWPORT CENTER DR.
SUITE 1 O1
DEERFIELD BEACH FL 33442
DATE DATE REQUIRED • PAGE
S
H
I
P
T
0
SHIP VIA ORDERED BY
F.O.B. P.O. TYPE
TERMS REQ. NO.
PURCHASE ORDER NUMBER MUST APPEAR ON ALL
INVOICES, PACKAGES, AND SHIPPING DOCUMENTS.
DELIVERIES WILL BE ACCEPTED
MONDAY THRU FRIDAY 8:30 AM - 4:00 PM
ADMINISTRATION
VILLAGE OF TEQUESTA
345 TEQUESTA DRIVE
TEQUESTA FL 33469
M COUZZO
Regular
1464
APPROVED BY,
U I SIGNATU E FINANCE
FL STATESACESTAX EXE~CERQ.~#Ti~Y~T~~~J~~~DE VILLAGE HALL E.I.N. 59-6044081
A ~'
~ + ~'
~= vvatted fwrunuu:ratFiQw SduNoas
(800) 841-1ACS
V1MMl.2ACS.CQM
1MFGR7"ANT: titLAD BLr3~Utt8K LIC;N3IYG THK TM RM1Ls2 0- 'r1~ ir[YP.YBAR MAINTbNANCE AGREEI~IVT (INCT.UDII~ii THE TEIIMS AND
CONDTTIpNS SST FORTH BELOW ANfD ON TILE REVERSE SII~ IIRItI+.t>!~ ('i'13R "At:RKRMM.N'f'~ !;1{U111.U (313 RR.AI) CAR133+i;Id.Y I3Kt_AUSIt
f)NiiY TH(lnei); TERMS IN Wgj'[lT1C AHS ENFOR.CEA$LLr. TERMS OK UiLAL YItUMliiklf W11iLLM. AHL NC)'f t'U1Y'fnlPlliu lri THi>'f WRrt-YLrc~l
AGREBMBN? MAY 1VC)T BE LLf;I}I.LY ~'ORl~3b~ TIiIS AI:RF.R.MRNT IS NAT tS11YI1iNli iTPnN AC :R QR RFFF.t"TiVF, iih'1'Tw..C11TA iTNT.F.S~R A[ :4
RXKC:L'7TS Tl#19 A[:AF.RMRT{'1'_ THifi AGREEMEDIT WILL EE GOVERNED HY TIIE LAWN UYt'C911f YCA7'16 U1' FLUli11JA, C:Utt1~UMl!:R A41t1NJ12{ 1'U
~Y l1E JClRI3ll]C; fLU1V A1VU YLiNUR qY 1!'LUERAI, t:0URT81N RI~ARipiA ANn STATp. C!AiIRTS IN R1ECrWARfr f!4i1N'PY, Fi.(yR1DA_
A(Y'N'PfM.D BYE
AG3: Ai.rraml Cammmi~'atiaat Sulssiows, Ism
t3501rrd N~:wyal Cwdta tk. , Ssitu 101,1?uuefieW !]torch, FZ 3]442
11Y:
(Sipulfare: of Author' Stdocr)
c~.~ ~.~ ~
(Prmu,t N ~nrt Title) ~-
nATF: ---- ~~1 ~ DG
0 !! marked box indicates 1lrA the
A~eemeat I~Fumber
PLATiN~M
PROPOSED B'Yc
(lope oCSntt'ty; Stele Organimd) ......... .. .. .
(Signature of Aullwrin.$ siY7a%-7
> c+~j tic /~ ~.•r'rti1C ~ ,~Y[-~;.: ~ ~f •.~'.
Q'riatad afamc and. I'nlc) ../
~ nPFa~(~UPbt~~ Lo so cxislinR
l~r~ISxnL'rnxluu
systan ( Y'.xistinp System").
AiL:R1~N1E1V'f. AGS grill provide tn~airncttmcc oa the tattcs spocifird herein ("~tairuaresncd'j fnr the talecommu»icaairmr alraipnrerd (tlw "Erpripmeul," whx'6 luiydher
with the retorted suQwasrs is nfamd w as 16e "System', aoW by AL`S b Cretanrt a to : lssnrx dnt In~-n wch h:quiptncnL to Cltetnmer and which it idcntiticd ua an
applirarbte AC1 Prarimse Agrixmcrt ar i,ca+er` '1?te Ngnipmant will bs mairtfaine0 at the location speciQed above (ibr "l'ttiraises" ).
1. Y}UCY. 'fhe price for the 113aitaensrrrc platy to ha prm*itled berww>drr is spa-ifieJ as the applicable Ai;t; yutahase Agrenmetd a i.eata Curiomer will pay such amauot
in lull upon the srignitig o[ thix AgreeureoL !n addilioq Cuateata wit) pay wkhla th'
with the proviriom of Ihia Apjoarat ~Y (-~) dogs of hdrrq invaiecd, any additioml chug¢.a a eats l+iiled in attotdares
2. LIMITA'IW>r OF 11A1311.iTY_ IN NA F.VRN'F sNA1,L AC3 AIv'D rrs S'UPPLiIrRS Olt SLJDCONTBACTORS II[: 1167t[ F 1•'Ux: (i) ANY yl+EC'iAL,
INC:11)iNT/lL, EXEMPLARY, oR CON3EQUGN'l1AL f)AIWA(il•S-, C)R (ii? (X)MMI?RCtAI. Id]Q18 c)P nNr r(t\°p (iIJCLIiDiN(3 Lt76S OF B(IS1NE~ t)R
PRC)}7'PS); OR (iii) ANY AAMAOES OF ANY KIND RTSULTAi(l >:Rtntl uNAEJI'}K)RI%}7) I18K l)M 1'HF. SYr1'1'NM, nc~l.ln»hc;, 1A~lT}Irxrt' LL~IITATIt):~,
Tt~11. FRAUD. '111!3 YRpY13tUN APPI dF:S'IT) Ai.l. Cf.AiMC WHF.TIiER BASED EJI'4N IIREACII OF WARRANTY IIRTACII OF CC]rN'IR.4t`T, NF.GL1t;GNCE.
S7'RiCf iJARi1.TTY TN TART AR ANY OTHI7t LEGAL TIIEURY ANll W}l>rl"Hl:K ACTS ()It ris 3UP1'L.1k:KS Utt 1'15 yt:11CUN7"RAC1'(Kt3 HAVI+. H}:};N
ADvISI:U A!' I'!!L' PU88!lI113'lY C31~ SUCH pAMAC}Y. OR 1J7S8.
~. MAINTENANCR C'OVLrRACE This Agsemem ehali oorrr 1G~5 of the caA of all M',quiprnest partq alotrg with the cost of !abort atnl travel for the Gvayrtr tttmt
specil5ed ahnve. Aclx of C'ittd (ittchrd'o:p, without rmtilatioo, eul6qualorx Hiatt or floods) resukmg i» system nulfunction shall he ropy covered ender this agreen+ert. Such
7~txintasuta4a coverage shall be provided twenty-four boon a day rwca days a seek, aulud'eng ACR rw»p~ti~.ed lwlidiys. Thou NEC peiipb-ral aYuiprtraaC (writ as
headsets,, CStJ'a mac), sre Hat indudcd in this agrrxrncnt. Ally M>tit11a117u1N 3et'vir:ea provided ouliide aC Ike foregoutg potumelcrs will be provided for addyuanel chargers at
r.~ equal Iv AC'S' Ihea atanrtad rates 3ru~t Maiaicoance stun ecridst oY turnirhing .arch cntrored partt~, labor and ttylt+ei necessary' to umlitdam tha Equipnxnt is goad
opixaling condition n a nark ofCustoroar's tfCdinat user. Drumg the live-year team specifiod above, with reaped to the sottwae included is the Syrian, ACS will rrovidrt
sll NEC Mxintetrm;e ssleaaes, pares and up}~adca diet arc issued by the manatirtlrt~ at t1o additional coal.
d. t111;11L<,l' PIt1ORITY ~,'D:RYIf'F:. Far the tiv®•yellr term iVeciQeJ above ACS agrees to provide the fallowial; priority Moinlen;utce rea~ortse to 4uaiomcr unict
sty. }ly chnaciog tits :4fairtlettance plum pravidrd unJri Ibis Aptemca~ the Cualantc is guarantccd the hiRhcu priority scrvix tbnwpil ttw arc at' a ~rcd dial
~~me number idenfil'yittg the C:uatamer as a highest priority Qtttitrner. An Af:S rsr-lwrir;i~r wiH be on•%its within four (4) borax of rtxeipl of notice from Cub'tama la
~• farm service for a ecrvia~arCt~ing orrta8c oR tlw S~:fan ("F,gk~rSen~y ganc~a^) a>rd wiihio Iltree (3) days u!` Customer notico [a aU nt6Q sorvioo calla k:aocry~cnry
~~ +v+il }w lxovided only fort Syslrm failure resulting is the ou!>,gc of 20~i: M mnro of ail sratirytte and/or tntnks err f.+ilwc of the attelM.ial torisols. Alt rAFarr ewlagrs are
~Ja~ftod err twa-cmcrgctwy. ACR ~-rli also provids (~Sfgm~ wick twenty-four hMr a dey. savers days a week, ouclmdinfi A(;S rccagnined hdidsya, remote Mairustunr~
and tclephotto supprxi for m additional Chat~e. In adrktio~ ACS asreea to provide on-"site responic within river (4) days afln a Ghetnmcr ru~ucet tix nm~a~, s($be or
changee.
ADDTTIdNAL TRAII\I1CG. ACS will provide Cn~mct with ttptotwo additional end-user tr~ninK sessirms kx the sy~iem s! no addilirnral charge.
CITY Si'ATE .. _ xlF._'-_ caAYrAt'r B-MM1II,
~l~Cx-eta
MiVATlI.'L+ DLrJ<tF IC'Efi. I]<n~tg Ibr Mainlenlutce term, if Maim.*nanee ~viece arc nee~eary, AlS will, al its option, (i) t,:pair the F~ptititrtairt in place, or (ii)
,EUm of compoa-ats ed 1. ~ lryuiFrn~ fex t~,nir or raplsa~ma+tt Repair avid n.ptaeetn,~rt parts maybe new ur ree:cmilitiurted 1.> Iw the timdi~nal cgnivalctn of new.
P
wlA1T~,"[)6.,yA1tT(~R F.Xd'T,IIStl7iN5. Msintcnana; Ir[7Vicc providod under this Agermrat ext~udcs reprise Or repl•9cemmtts ncecesitat.:d hy. (i) danp~rt to the System dun
a~ Ar4 ca~losiofi,,powc vico6+rtarilies. paws ewers err say ulhrr 1:au>;e nut :.ttribU.iNe to nC'C (ode of Cioei, the exception): (ii} C'rtstvmer's failttrt to follua ;tpplieahle
.ruins,, mairmirrencq rx ctrvimnmcntal rcquircareats deatribod m any of Iba matnt$ctttra's tnarit-als a< pt'ndtui hupdine, A(:ti' irurwabr, and vlhs: mateaials provided t0
~mtdrt (iii Ctwturner'>< additions, ahabtians, moditicatians, cnhsrtccmema or npai[s to, ur disassCmbty o~ the Systcrrt (iteclY n. wing a third party) without AL S'
an consent; (iv) misttandline, abuse, miqueer rrr dmnage to the System by (:ustutraa oc a tllttd parry: (v) reioratiott Of the Syst+;m without AC.'~' written consent (rrlbar
than telephorsc irtNrumcrtla rclw:tttrdu atexxtbtn<~e with the ntanttfaCtttrer's specihations): (vi) ii-ilures at ntttap~s ror~ircd reeullirtg front Ihn tarot exchange r:cutrpaoy.
inlcrcxch~ ~tinr, the power ovaryaey ur other trattanissian ptovidcYS; a (vuj a6y faihuas pr dantagc arising from dole dependent operations, ~Ir:adar{elated data and
tlrc ptTCCleirtg of such data. a in crornectit~n with hamsfemng arty caleudat-re)tted diet to and accepting calendar-nlawd data fmm other syatemc LC Amy rs~uded rouse
ou:iur~ ACS may. t its option (a) perform repairs ~ Ctuavmor's ecquaet at ACS' then aurent standard rtrtes, or (b) trrminale say Maintarumtc obligations it rosy that have
ralatin~ ter tltc Sy,t<ctn. In sdt6tioe, the 5daio4•naacC acsvit~ca to bo proviticrl undr:t this A~tertl xllail mk inchtde: (1) etcenicat work cxicrtral !o the t;yuiptnr:nl: a (2)
nuidtaa::ce of acoeasaier, altnc8rarnls anJ prsipheralr such err: headeate, CSIJ's s»d dialua. In the cvprt thst due Agccmcal is nd re:aewrd on toututtUy a4eeplrbte tetnrs
upon its zxpiration or if no-twVarud raxvitx~s sr>r performed, then ACS may uartlitnn to pcrferm ertoirAt~ setvica at its then atrretrt ctatldard lKnufy ntxx
8. ULrNAl1L7f. !f arty brtx~ by Custunxr of This l~eement, of airy rrther aynerrtcrtt lw-twccn the psrtica, cootirwca uncorrected fix more than Gve (S) days alter writtcrt
Ttntica Mom nC3 8~scrt~ingthc brt:scir a if a¢y invoice tier services ptov6led bsreatxic is out paid m full within :30 days of Qagtomc-'s receipt of such imroicr, A(:S dolt
be rnliUed W rleed+-ae a default under Ihi~ Agfteotett and pursue airy and aA rent~ix availaM.: to it at taw or equity. Jn adrfitiw. Atv S may 5rrypt:ad psrfurrttxrtur „fit:
Maiolmtmoe ubli gntiumr )rrrcraxlrr tali] Ctirotnmer's breach is corrected
~. FnRC:E MAJb:tiNF« AC.51' pcrformtmco ahaH be adjutied a attspcadod by ACS to lbre s,Klerlt pedormatrca is h~-yond At:.'S' r~.ao~whic control for rcawns includi~>
withartr. t'itaitatiia, the fotlaroring: atrtleea, work atoppagr:e, fin, watts, govetnmedsl twtiotr` Alit of liod (including, without limitation, carthqualte; rams a Jloods). tx
public array. drbsys oCs++ppGrne, ad>oawaxory power arntpaay, Ion] exebaagc company, err other carrier.
10. MI9C.E[1.ANl>~OUS~ (a) ACR rasavn the rig>e ao mtt-eontract soy std all oC rbe vvadt to be prsli:med by it taKtar this np~ccm~-nt (ts) 'lltis Agramrnt is not
assisoabla by (titrtastzw wilhottl pries .,rilfrw ..meant of ACR. Any attempt to aerigp arty of the n~ta duttas a obtigtAitios tmd.r thin Agr+s»+ss>t withmt sw:h oaneart
will, at ACS' optxt~ 6c deemed road at a nzvttaiat daCad} Q a~capled is ACS' veld d'ktoresion. (e) The waiver Mry collet pony ot'my default will oat operate as x waives of
any aubsrotlrrttl defauM. (d} This Agr¢cntart mrptsocdes alt prior or corrtcntpotatrootn D~P~b oatroman~zti~oosr sad aegosiations, hotly oral and arittca sod ot>rtatitates tin
«etire tg<eem~wt bdvremr AiC3 sari Clrltomar mit6 t~YSpesx to the Maiaacmnea ofthe F.4tipmcrt or rho Sydtm A~> tep+rnrdatioar. wmrantia: ex stamemart+ nrado by an
cmploycy saleeppson or agptd of ACS and nnl ~rrbsed is Ibis Agreemtxd t>ze nut b~t6tgl ttpnn AC.4 []temmar acknowledges trot it has read this Ag<eentml. hxa
rooctv+cd and rcvicwod arty sad all dootmreots td'r~oed is it, mt)raslm-Js d> sari is booed by its term9; (e) if any avert bolde any portion of this A~rxmere utttml'ot-ea ble,
the r~crsaiwwtg bursuaga ~ sot be trRotir.3 (11 Any tntldiSa6oa to iLis Agte~t mead be u writing and clacuted hr an at+lhvri'rxd trpreae~afive of for pally
whom ertfiorcemeal is awgid. (~ No atxian, regtudlass of f+otstl. arising oat rt} this Agreerncrrt rosy be snttgbt by gtlaT parry more than woe (1) y~tr after the event Sluing
rise W Ib~e t:aure of ttditat bas .»L**ad. (A) This A >s decnacd nude and l~Yp.BNl.11 IiY !'tik LAW5 Ol~ TIIE STATE OT FL.CIRTnA, enortt far its roias
rcgarditts~bc ;;anttira of ]aura. (i)'!Le patties a~at that a 13tsaimile t:opy of Iles Agnererrw~tt aryl related daotnunts with facsimtl.: aignaturca may bt: hated as origiask alai
will he adinisv'hlc m csid.:ttoc and satisfy am appiicablc Statute oP Frtwda (j} bt the event of atry ptnJfici bdwrm Ibr Irttas our) Couditioga of this ABraxnent, AC3' $nrm
attacbtacnsa, and soy other attaclmtent, iordrtdtag Curlcma'r &>t proposal err s~miiar d4ghttEnr, this Afjeat>+.utt shall orurlrol over the form KGs, which is
sl:9p aaatrt~l e-var say .ytlrer amchesertt. (k) Cltstaead ogees tbst acitbct it oar any ~ its affiTiales will solicai arty of tiro ACR ~>F.yecc I.nviXi.>r s>xv:oade pursvartt to
AQeevrrnl +rilb uII`as of a~kyma>i dutirs tlta term of this Atgcanra-t and far a ptxiod of ooc (1) year afla espitalion of this Ag<semed m ^ll of C'>Ldranar'~c
trotters to AL'S amt be earl by ccttiGod mail ere rood overnight delivery atsvicr. post+tge prepaid, to Ar4 s< its addnccs sv-t tixtlt on the feat psg$ of ibis
!lgreetnetr. All ACS' rraticea to Cttixr-mer nosy he +ent Coat clan rrtait, t~lF prepaid, to ltulornds flillirtg Aiilclreaa slated bracts. At say time after r3tia Ag,reenrcrf is
signed .9rC3 err Cutaarer may chtnge tm address by giving enlist to the other of tht: r3timSe.