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File Ref #659 } C/ T y e t ax a- Rice 1-&-.A s'9- 4 Tod ert 9 -dd at&t Special Service Arrangement Agreement Case Number FL08- 8452 -00 BELLSOUTH BUSINESS MASTER AGREEMENT— ORDER ATTACHMENT FOR SPECIAL SERVICE ARRANGEMENT SERVICES This Special Service Arrangement Agreement is an Order Attachment Agreement ( "Agreement ") made pursuant to BellSouth Business Master Agreement FL03- E591 -00 and is entered into between BellSouth Telecommunications, Inc. d/b /a AT &T Florida ( "Company ") and City of Miami Beach ( "Customer "). This Agreement is based upon the following terms and conditions as well as Attachment(s) affixed hereto and the appropriate lawfully filed and approved tariffs which are by this reference incorporated herein. 1. Scope. Customer requests and Company agrees, subject to the terms and conditions herein, to provide the service described in this Agreement at the monthly and nonrecurring rates, charges, and conditions as described in this Agreement ( "Service "). The rates, charges, and conditions described in this Agreement are binding upon Company and Customer for the duration of this Agreement. For the purposes of the effectiveness of the terms and conditions contained herein, this Agreement shall become effective upon execution by both parties. For purposes of the determination of any service period stated herein, said Service period shall commence when the Service is accepted by Customer or when the customer begins using the Service for its intended operational use, whichever occurs first. 2. Additional Services. Company agrees to provide Customer notice of any additional tariffed services required for the installation of the Service. Customer agrees to be responsible for all rates, charges and conditions for any additional tariffed services that are ordered by Customer. 3. Regulatory Considerations. This Agreement is subject to and controlled by the provisions of Company's or any of its affiliated companies' lawfully filed and approved tariffs, including but not limited to Section A2 of the General Subscriber Services Tariff and No. 2 of the Federal Communications Commission Tariff and shall include all changes to said tariffs as may be made from time to time. All appropriate tariff rates and charges shall be included in the provision of this service. Except for the expressed rates, charges, terms and conditions herein, in the event any part of this Agreement conflicts with the terms and conditions of Company's or any of its affiliated companies' lawfully filed and approved tariffs, the tariff shall control. 4. Regulatory Approvals. This Agreement may be subject to the appropriate regulatory approval prior to commencement of installation. Should such regulatory approval be denied, after a proper request by Company, this Agreement shall be null, void, and of no effect. 5. Cancellation -Prior to Installation. If Customer cancels this Agreement prior to the completed installation of the Service, but after the execution of this Agreement by Customer and Company, Customer shall pay all reasonable costs incurred in the implementation of this Agreement prior to receipt of written notice of cancellation by Company. Notwithstanding the foregoing, such reasonable costs shall not exceed all costs which would apply if the work in the implementation of this Agreement had been completed by Company. Page 1 of 14 AT &T and Customer Confidential Information • at&t Special Service Arrangement Agreement Case Number FLO8- 8452 -00 6. Termination -Prior to Expiration of Service Period. If Customer cancels this Agreement at any time prior to the expiration of the Service period set forth in this Agreement, Customer shall be responsible for all termination charges. Unless otherwise specified by the tariff, termination charges are defined as all remaining charges as a result of the minimum Service period agreed to by the Company and Customer and set forth in this Agreement. 7. Choice of Law. This Agreement shall be construed in accordance with the laws of the State of Florida. 8. Notices. Except as otherwise provided in this Agreement, notices required to be given pursuant to this Agreement shall be effective when received, and shall be sufficient if given in writing, hand delivered, or United States mail, postage prepaid, addressed to the appropriate party at the address set forth below. Either party hereto may change the name and address to whom all notices or other documents required under this Agreement must be sent at any time by giving written notice to the other party. Company BellSouth Telecommunications, Inc. d/b /a AT &T Florida Assistant Vice President 701 NorthPoint Parkway West Palm Beach, FL 33407- Customer City of Miami Beach 1100 Washington Avenue Miami Beach, FL 33139- 9. Assignment. Customer may not assign its rights or obligations under this Agreement without the express written consent of Company and only pursuant to the conditions contained in the appropriate tariff. 10. Severability. In the event that one or more of the provisions contained m this Agreement or incorporated within by reference shall be invalid, illegal, or unenforceable in any respect under any applicable statute, regulatory requirement or rule of law, then such provisions shall be considered inoperative to the extent of such invalidity, illegality, or unenforceability and the remainder of this Agreement shall continue in full force and effect. 11. Merger Clause. Customer acknowledges that Customer has read and understands this Agreement and agrees to be bound by its terms and conditions. Customer further agrees that this Agreement, and any orders, constitute the complete and exclusive statement of the Agreement between the parties, superseding all proposals, representations, and/or prior agreements, oral or written, between the parties relating to the subject matter of the Agreement. 12. Acceptance. Acceptance of any order by Company is subject to Company credit and other approvals. Following order acceptance, if it is determined that: (i) the initial credit approval was based on inaccurate or incomplete information; or (ii) the Customer's creditworthiness has significantly decreased, Company in its sole discretion reserves the right to cancel the order without liability or suspend the order until accurate and appropriate credit approval requirements are established and accepted by Customer. Page 2of14 AT &T and Customer Confidential Information at&t Special Service Arrangement Agreement Case Number FL08- 8452 -00 13. Taxes and Fees. All charges are exclusive of applicable federal, state or local taxes and fees. Company may invoice and Customer agrees to pay to Company amounts equal to any taxes resulting from this Agreement or any activities hereunder including any and all sales and use taxes, duties, or review imposed or permitted by any authority, government, or governmental agency, exclusive of taxes on Company's net income. Customer will be responsible for any ad valorem, property, or other taxes assessable on equipment on or after delivery to the installation site. 14. Risk of Loss or Damage. All risk of loss or damage shall pass to Customer as to each item of equipment on the date of delivery to the Customer Service location. 15. Security Interest. Customer grants the Company a purchase money security interest in each item of equipment or software. Customer agrees to execute any documents that are reasonably requested by the Company to protect or perfect the Company's security interest. 16. Software License. a) All software is and will remain the property of Company. Company, with respect to Company developed software and to the extent authorized under the supplier licenses, grants to Customer a personal, nontransferable and nonexclusive sublicense (without the right to further sublicense) to use the software, subject to the following terms and conditions. b) Customer shall (i) use the software only in conjunction with the particular Service for which the software was initially furnished; (ii) use the software solely for Customer's internal business purposes; (iii) not reverse engineer, decompile, disassemble, reverse translate or otherwise translate the software into human readable form, nor reproduce the software except for archival purposes; (iv) return the software, together with all copies thereof, or with Company's written consent, destroy (or erase, if recorded on an erasable storage medium) the software when no longer needed or permitted for use with the Service for which the software was furnished; and (v) keep in confidence all information relating to software and treat such information as the exclusive property and trade secret of Company or such suppliers. c) In addition to the above, where Company's suppliers require Customer to sign or otherwise agree to separate licensing provisions directly with the supplier, Customer shall comply with such licensing provisions. 17. Changes in Customer Orders. Changes to an order may only be made following agreement of Customer and Company to the change. Such change would not materially alter the original design, functionality or implementation date. Appropriate documentation will be required so that additions or deletions may be recorded and charges or credits issued. The Customer's ability to delete items from an order or to return equipment is subject to Company's ability to return the equipment to the manufacturer. Restocking, shipping and handling charges will be assessed with respect to any items deleted or returned. a) Shipping Expedites. Unless otherwise agreed to by the parties in writing, Company will provide the software and hardware one hundred twenty (120) days from the date that this Agreement is effective. If requested by the Customer, Company will deliver the Service in less than one hundred twenty (120) days provided that the Customer pay reasonable expedite delivery charge that are incurred by Company. Notice of those charges will be provided after the required delivery date is determined by the Customer and the Company. b) Delivery Delays. Customer agrees to reimburse Company for all out -of- pocket expenses incurred by Company if Service delivery is delayed by Customer. If the implementation is delayed, through no fault of the Company for ninety (90) days from planned implementation, the Page 3of14 AT &T and Customer Confidential Information at&t Special Service Arrangement Agreement Case Number FLO8- 8452 -00 • Company will have the option to revise the pricing to the then current rates and to collect all reasonable out of pocket costs for implementation delays, storage and lost margins from Customer. c) Additional equipment. Customer acknowledges that the equipment requirements are based on the current information provided by the Customer and are the best estimate of Customer and Company. If additional equipment is required, Company will provide the equipment after the Customer's completion and Company's acceptance of a written change order, which will include any additional charges to Customer. d) Customer acknowledges that it has reviewed the proposed configuration and the storage sizing is adequate for the current site operations. Future operational changes or additional storage requirements may necessitate additional equipment which will be billable to the Customer. 18. Maintenance. a) If applicable, maintenance service commences at the earlier of the Service acceptance or the date that the Customer begins using the Service for its intended operational purpose. If on- site manufacturer service is required, it will be provided at Company's then current commercial rates. b) The initial term for maintenance shall be sixty (60) months unless otherwise stated on the Order. The initial term shall be automatically renewed for successive terms of one (1) year each at Company's then- current rates. Either party may elect not to renew maintenance service by giving the other party written notice at least thirty (30) days prior to the end of the then- current term. 19. Remedies and Damages Limitations. a) The following limitations of liability represent a material inducement to the parties to enter into this Agreement and to perform Orders at the stated price. If additional risks or undertakings were contemplated by Company, the additional risks or undertakings would have been reflected in an increased price. In contemplation of the price, Customer acknowledges that there is consideration for the limitation of damages and remedies set forth above and as follows. b) ANYTHING IN THIS AGREEMENT OR ANY OTHER DOCUMENTS TO THE CONTRARY NOTWITHSTANDING, NEITHER COMPANY, NOR ITS SUPPLIERS OR MANUFACTURERS, SHALL BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, ECONOMIC, OR INDIRECT DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOSS OF DATA, TOLL FRAUD OR OTHER UNAUTHORIZED USE, OR LOSS OF USE. THIS LIMITATION OF LIABILITY WILL APPLY WHETHER ANY CLAIM IS BASED ON CONTRACT, WARRANTY, NEGLIENCE OR OTHER TORT, BREACH OF STATUTORY OR OTHER LEGAL DUTY, PRINCIPLES OF INDEMNITY OR CONTRIBUTION, OR OTHERWISE, WHETHER OR NOT THEY OR COMPANY HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING. CUSTOMER'S EXCLUSIVE REMEDY FOR ANY DEFAULT OR BREACH OF ANY WARRANTY, EXPRESSED OR IMPLIED, SHALL BE LIMITED TO REPAIR OR REPLACEMENT OF EQUIPMENT OR REPERFORMANCE OF THE SERVICES AT COMPANY'S EXPENSE OR RETURN OF THE DEPRECIATED AMOUNT PAID FOR THE EQUIPMENT OR SERVICE IF REPERFORMANCE, REPAIR OR REPLACEMENT IS NOT REASONABLY AVAILABLE. Page 4 of 14 AT &T and Customer Confidential Information • . v at&t Special Service Arrangement Agreement Case Number FL08- 8452 -00 20. Default by Customer. Upon any default by Customer under this Agreement, including the refusal to accept conforming equipment or Services, Company may exercise all remedies to which Company may entitled at law or in equity, including specific performance. Additionally, Company may declare all sums due or to become due hereunder immediately due and payable, and Company shall be entitled to recover all collection costs incurred, including legal interest. In addition, for payments not received within thirty (30) days of the invoice date, a late fee not exceeding the lower of two percent (2 %) per month or the maximum rate allowed by law shall be assessed on any past due invoice balance. Company shall not be obligated to perform Services hereunder if Customer is in default of any of its obligations under this Agreement for any Order. Upon Customer default, Company may suspend or cancel any outstanding, unfulfilled Orders without in any way affecting its rights under this Agreement. If Company elects to continue performing under any Order, Company's actions shall not constitute a waiver of any default by Customer. 21. Contingencies. Company shall be excused from performance and shall not be liable for any delay or damage caused, in whole or in part, by any occurrence beyond the reasonable control either of Company or of its subcontractors or suppliers. Such contingencies include, without limitation, war, civil disobedience, delay in transportation, failure by suppliers to deliver equipment, governmental action, terrorism, acts of any third party, labor dispute, accident, fire, explosion, flood, severe weather or other acts of God, power failure, shortage of labor or materials, or discovery of asbestos or other hazardous substance. 22. Confidentiality. a) Except as set forth in this Section, or as otherwise expressly provided in this Agreement, each Party agrees that (a) all information communicated to it by the other and identified and marked as "confidential," whether before or after the date hereof, (b) all information identified as confidential to which it has access in connection with the Services and (c) this Agreement, all associated contract documentation and correspondence, and the parties' rights and obligations hereunder (collectively, "Confidential Information "), will be, and will be deemed to have been, received in confidence and will be used only for purposes of this Agreement. Each party agrees to use the same means it uses to protect its own confidential information, but in no event less than reasonable means, to prevent the disclosure and protect the confidentiality of Confidential Information. No Confidential Information will be disclosed by the recipient party without the prior written consent of the disclosing party; provided, however, that each party may disclose this Agreement and any disclosing party's Confidential Information to those who are employed or engaged by the recipient party, its agents or those of its affiliates who have a need to have access to such information in connection with their employment or engagement, provided the recipient party notifies such persons of the obligations set forth in this Section and such persons agree in writing to abide by such obligations. b) The obligations set forth in subsection 22.1 above will not prevent any party from disclosing information that belongs to such party or (a) is already known by the recipient party without an obligation of confidentiality other than under this Agreement, (b) is publicly known or becomes publicly known through no unauthorized act of the recipient party, (c) is rightfully received from a third party, (d) is independently developed without use of the disclosing party's Confidential Information or (e) is disclosed without similar restrictions to a third party by the party owning the Confidential Information. If Confidential Information is required to be disclosed pursuant to law, regulation, tariff or a requirement of a governmental authority, or in connection with an arbitration or mediation, such Confidential Information may be disclosed pursuant to such requirement so long as the party required to disclose the Confidential Information, to the extent possible, provides the disclosing party with timely prior written notice of such requirement and Page 5 of 14 AT &T and Customer Confidential Information at&t Special Service Arrangement Agreement Case Number FLO8- 8452 -00 coordinates with the disclosing party in an effort to limit the nature and scope of such required disclosure. Upon written request at the expiration or termination of an Attachment or order, all documented Confidential Information (and all copies thereof) owned by the requesting party (if previously received by the terminating party) will be returned to the requesting party or will be destroyed, with written certification thereof being given to the requesting party. The provisions of this Section shall remain in effect during the term of the Agreement and shall survive the expiration or termination thereof for a period of four (4) years, provided that the obligations hereunder shall continue in effect for any Confidential Information for so long as it is a trade secret under applicable law. 23. Beneficial Use. Beneficial Use occurs when the Customer uses the Service or feature of the Service for its intended operational purpose (excluding training or testing) prior to the full completion of acceptance testing ("Beneficial Use "). Upon commencement of Beneficial Use by Customer, payment requirements will begin and the Customer shall assume responsibility for the use and operation of the Service. Customer may not commence Beneficial Use without Company's prior written authorization, which may be withheld in Company's reasonable discretion. Company is not liable for Service deficiencies that occur during unauthorized Beneficial Use. Customer acknowledges that service corrections and software changes can result in interruptions to normal system operations. 24. Statement of Work. Customer's installation of the Service will begin upon the development of a Statement of Work by Customer and Company. 25. Warranty Period. Unless expressly provided otherwise in this Agreement, Customer acknowledges that the Services do not include a warranty period and that billing for the Service will begin upon acceptance or Beneficial Use by the Customer. 26. This Agreement is not binding upon Company until executed by an authorized employee, partner, or agent of Customer and Company. This Agreement may not be modified, amended, or superseded other than by a written instrument executed by both parties, approved by the appropriate Company organization, and incorporated into Company's mechanized system. The undersigned warrant and represent that the undersigned have the authority to bind Customer and Company to this Agreement. Page 6of14 AT &T and Customer Confidential Information at&t Special Service Arrangement Agreement Case Number FLO8- 8452 -00 Option 1 of 1 Offer Expiration: This offer shall expire on: 12/12/2008. Estimated service interval following acceptance date: Negotiable weeks. Service description: This Special Service Arrangement provides a one -time charge for Customer purchase of Positron Public Safety Systems Corporation E911 Public Safety Answering Position (PSAP) equipment and software. The monthly rate for maintenance is also provided. This Agreement is for sixty (60) months. The service interval will be negotiated. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives on the dates set forth below. Accepted by: Customer: City of Miami Beach By: ,i11111111111 Auth AS ed Signa _ Printed Name: 1 Q M . ZAL G� Title: CM-T� I /" /`1A Date: 9/ 9/ O $ Company: BellSou ecommunications, . ./I T &T Florida By -/ A thorized Signature ll Printed Name: " Rd Um j �l - � 1tn r S APPROVED AS TO '� �/ FORM & LANGUAGE Title: gr '�,a,1 1/i'L'e- P&ef /(.�, 1 & FOR EX UTION Date: C J / ' i //)4 j` e '� f ° Page 7 of 14 AT &T and Customer Confidential Information at&t Special Service Arrangement Agreement Case Number FLO8- 8452 -00 Option 1 of 1 RATES AND CHARGES Rate Elements Non- Recurrinq Monthly Rate USOC 1 (Part #912800) $729.10 $.00 CAMA Gateway Shelf -Each 2 (Part #912801) $1,980.30 $.00 Cama Interface Module -Each 3 (Part #912802) $2,937.10 $.00 Primary Backroom Server -Each 4 (Part #912803) $2,421.90 $.00 Primary VOIP Softswitch -Each 5 (Part #912814) $1,030.40 $.00 Administrative Interface Module -4 Port -Each 6 (Part #912806) $949.90 $.00 24 Port Switch w /QOS -Each 7 (Part #912817) $4,129.65 $.00 7' VIPER IT Cabinet -Each 8 (Part #912811) $1,465.10 $.00 Backroom Position Access License -Each 9 (Part #912812) $949.90 $.00 PBX Access License -Per Workstation 10 (Part #912813) $1,023.50 $.00 Power Supply (- 48V DC) -Each 11 (Part #912822) $2,937.10 $.00 Power Secondary Backroom Server -Each 12 (Part #912823) $2,421.90 $.00 Pos Secondary VOIP Softswitch -Each 13 (Part #913850) $1,729.60 $.00 VIPER Enabling Kit -Each 14 (Part #912850) $2,204.32 $.00 Page8of14 AT &T and Customer Confidential Information • atsit Special Service Arrangement Agreement Case Number FLO8- 8452 -00 Option 1 of 1 RATES AND CHARGES Positron VIPER Integrated ACD -Each 15 (Part #919000) $23,000.00 $.00 Positron VIPER Monitor Software -Each 16 (Part #913100/51/U) $7,356.32 $.00 Power 911 V.5 Client. License -Each 17 (Part #913202 /U) $1,468.32 $.00 Power 911 Server Access License -Each 18 (Part #913100/51/CD) $73.60 $.00 Power 911 Media -Each 19 (Part #914120/1) $373.75 $.00 IWS Underlying System Software - Workstation -Each 20 (Part #914120/3) $1,581.25 $.00 IWS G2 Object Server - Configuration and Software -Each 21 (Part #919500) $2,875.00 $.00 GIS MAP Data Validation & Testing -Each 22 (Part #919100/320/U) $3,091.20 $.00 Power Map 3.0 Software -Each 23 (Part #920000/40) $682.27 $.00 Power MIS 4.0 Software and Documentation -Each 24 (Part #9200021A140) $624.45 $.00 Power MIS 4.0 Data License -Each 25 (Part #920001/40) $296.70 $.00 Power MIS 4.0 Client Access License -Each 26 (Part #914120/2) $2,719.75 $.00 IWS G2 Server - Configuration and Software -Each 27 (Part #914421) $365.11 $.00 Additional Backup EXEC Server Agent . Page 9 of 14 AT &T and Customer Confidential Information • at&t Special Service Arrangement Agreement Case Number FL08- 8452 -00 • Option 1 of 1 RATES AND CHARGES -Each 28 (Part #914422) $1,241.43 $.00 Additional Backup EXEC SQL Agent. -Each 29 (Part #917310) $1,177.60 $.00 ePrinter Software and Document -Each 30 (Part #917311) $118.45 $.00 ePrinter Self- Tutorial CD -Each 31 (Part #914101 /NS) $1,725.00 $.00 IWS G2 Workstation Computer (No Monitor) -Each 32 (Part #914800) $195.50 $.00 Dual Video Card -Each 33 (Part #914704) $287.50 $.00 19 Inch LCD Monitor -Each 34 (Part #P42XP10 -BK) $2,012.50 $.00 42 Inch Plasma Panel - Widescreen - 720p -Each 35 (Part #9142261R) $5,508.50 $.00 IWS G2 Server (5 to 15 pos) Rackmount -12 Positions -Each 36 (Part #914226/R) $3,818.00 $.00 IWS G2 Server (5 to 15 pos) Rackmount -7 Positions -Each 37 (Part #914451) $2,288.50 $.00 IWS G2 Server Redundant Disk Array -Each 38 (Part #920023/BR) $3,335.00 $.00 Power MIS -G2 Server (Rackmount) (5 -15 pos) -Each 39 (Part #914431) $3,340.75 $.00 IWS G2 Basic Server (Rackmount) Tape Back- Up System -Each 40 (Part #914202/R) $2,415.00 $.00 Page 10 of 14 AT &T and Customer Confidential Information • at&t Special Service Arrangement Agreement Case Number FLO8- 8452 -00 Option 1 of 1 RATES AND CHARGES IWS G2 Object Server - Rackmount 1 -Each 41 (Part #914430/B) $460.00 $.00 DVD Backup System (ePrinter) -Each 42 (Part #912808) $3,450.00 $.00 IU Keyboard /LCD /8 Port -Each 43 (Part #950109) $586.50 $.00 Alarm Panel -Each 44 (Part #914840) $883.20 $.00 ALI Modem -Each 45 (Part #914514) $1,069.50 $.00 Color Laser Printer -Each 46 (Part #600150) $110.40 $.00 50 pin Punch Blocks -Each 47 (Part #950856) $3,000.00 $.00 Backroom Staging -Up to 8 Positions Staging -Each 48 (Part #950857) $250.00 $.00 Backroom Staging -Each Additional Position 49 (Part #950850) $3,000.00 $.00 IWS Staging -Up to 8 Positions Staging -Each 50 (Part #950851) $250.00 $.00 IWS Staging -Each Additional Position 51 (Part #950104) $1,500.00 $.00 Installation Services -Price per Day 52 (Part #960580) $1,250.00 $.00 Travel Fee -Per Person 53 (Part #960801) $1,500.00 $.00 Power 911 and MIS Cali Taker Training -Per Day Page 11 of 14 • • at&t Special Service Arrangement Agreement Case Number FL08- 8452 -00 Option 1 of 1 RATES AND CHARGES 54 (Part #960801) $1,500.00 $.00 Power 911 and MIS Administrator Traning -Per Day 55 (Part #960801) $1,500.00 $.00 Power MAP CaII Taker Training -Per Day 56 (Part #960801) $1,500.00 $.00 Power MAP Administrator Training -Per Day 57 (Part #960575) $200.00 $.00 Living Expenses -Per Day 58 (Part #960801) $1,500.00 $.00 ACD Training -Each 59 (Part #950510) $8,832.94 $.00 Project Manager -12 Positions -Per 12 Position Arrangement 60 (Part #950510) $4,192.10 $.00 Project Manager -7 Positions -Per 7 Position Arrangement 61 (Part #912810) $434.31 $.00 IP Phone Snom 320 -Each 62 Software Evergreen -12 Positions $.00 $1,264.17 -Per 12 Position Arrangement 63 Software Evergreen -7 Positions $.00 $579.00 -Per 7 Position Arrangement 64 On -Site Support $.00 $150.00 -Per Position 65 Contract Preparation Charge $837.00 $.00 Page 12of14 • &t&t Special Service Arrangement Agreement Case Number FLO8- 8452 -00 Option 1 of 1 RATES AND CHARGES NOTES: 1. The Customer must subscribe to additional elements set forth in this Agreement within the first twelve (12) months of acceptance of the Agreement. The addition of elements after the initial twelve (12) month period will require a new Special Service Arrangement. 2. Rates and charges herein are in addition to any applicable tariff rates and charges. Rules and regulations of the General Subscriber Services Tariff apply. 3. The Monthly On -Site Support charge provides for maintenance as follows: a. The Company agrees to provide sixty (60) months on -site maintenance. b. The monthly charge covers only the Company labor. Customer agrees to pay then - current rates for supporting vendors and materials. c. Local on -site maintenance will be provided by technicians dispatched by the AT &T Resolution Center. d. Customer is responsible for spare parts and materials. e. On -site support does not cover repair, replacement or maintenance of monitors; Customer is responsible for repair, replacement and maintenance of monitors. 4. Hardware not provided by the Company will not be repaired, replaced or maintained by the Company even though interconnected or integral to the Service. All Customer - provided equipment must be clearly marked and listed on a separate worksheet. The Customer also agrees to obtain prior written approval from the Company before additional software is added to the Service and agrees to pay current time and material charges for problems attributable to non - approved software. 5. Customer acknowledges that software installation is limited to the applications sold under this or other • AT &T agreements. 6. Customer acknowledges that it has reviewed the proposed configuration and represents storage sizing is adequate for the current site operations. Future operational changes or additional storage requirements may necessitate additional equipment which will be billable to the Customer. 7. In the event that all or any part of this Agreement is terminated at the Customer's request prior to the expiration of the Agreement term, the Customer will be required to pay the applicable termination charge as stated in this Agreement. The Agreement provisions concerning termination liability shall be inapplicable to any state, county, or municipal governmental entity when there is in effect, as a result of action by such entity and through a duly constituted legislative, administrative, or executive body: 1) a statute; 2) an ordinance; 3) a policy directive; or 4) a constitutional provision which restricts or prohibits an additional contractual payment for early termination of a contract by any such entity, or agency thereof, due to an unavailability of funding. When service is being provided and funding to the governmental entity for such service becomes unavailable, the governmental entity may Page 13of14 AT &T and Customer Confidential Information • a as Special Service Arrangement Agreement Case Number FLO8- 8452 -00 Option 1 of 1 cancel the service without additional payment obligation. Absent any official statute, ordinance, policy directive, or constitutional provision, the Customer shall be responsible for the termination charge. All trademarks or service marks contained herein are the property of the respective owners. END OF ARRANGEMENT AGREEMENT OPTION 1 • • Page 14of14 AT &T and Customer Confidential Information