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1984-90198-Resolution No. 84-057 Recorded 12/5/1984VOL 62 FADE fig BEFORE THE BOARD OF COUNTY COMMISSIONERS OF DESCHUTES COUNTY, r A Resolution Authorizing the * Purchase of a System 75 Tele- * phone System, and Making Required Findings. RESOLUTION NO. 84 -057 REvUEW D COUNSEL OREGON WHEREAS, Deschutes County currently leases a Centrex telephone system from Pacific Northwest Bell Telephone Company; and WHEREAS, the continuation of the rental of the Centrex System, or the lease of any other telephone system, is not cost effective; and WHEREAS, it is necessary that Deschutes County's public safety operations in the Sheriff's Department and Search and Rescue Department have immediate local service of the County's telephone system in the event of system failure or malfunction; and WHEREAS, the County desires to purchase its telephone system; and WHEREAS, reasonable efforts have been made to solicit pro- posals from all known vendors selling telephone systems with local service; and WHEREAS, it appearing that there is a single seller of products required having local service; now, therefore, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF DESCHUTES COUNTY, OREGON, as follows: Section 1. That that certain agreement entitled "Master Agreement, Contract No. B- 00188429 ", by and between Deschutes County and AT &T Information Systems, Inc. be hereby approved. Section 2. That the purchase of a System 75 phone system, as described in part in the Purchase Supplement to Contract B- 00188429, in the amount of $73,723.25 be authorized, along with the Uniform Commercial Code form UCC -1 for said equipment. Section 3. That further purchase supplements be hereby authorized for such additional equipment as is necessary to complete installation and operation of the System 75 authorized for purchase herein as is necessary. 1 - RESOLUTION NO. 84 -057 VOL 62 FACE 70 Section 4. That the Chairman is hereby authorized to execute said documents on behalf of the County. DATED this fix day of ., 1984. ATTE T: Recording Secretary 2 - RESOLUTION NO. 84 -057 BOARD OF COUNTY COMMISSIONERS OF DESCHUTES COUNTY, OREGON LO 41-a I'. BRISTOW PRANT 4 LAURE E A. TUT Commissioner �J 7 Commissioner This FINANCING STATEMENT is presented to filing officer pErsuant to the ljpifo`tn Commercial Code. 1A. Debtor(s,: 2A. Secured artyus): - - - 18. Mailing Addressfes): 1144 111.11. boil Mkt Mw/, Mlo1! WM Ala 1.f rststir. $pstss 2B. Address of Secured Party from which security information obtainable: SPA S.W. r Wes iM Pw tIald, II Ingo 3. This financing statement covers the following types (or items) of collateral (ORS 79.4020): MT System 75 and r*iatw tslkpksns awl data eipshosat skim as *UMW. Check box if products of collateral are also covered 0 No. of additional sheets attached El *Signature(s) of Debtor(s) required in most cases. By,+ Filing Officer Use Only viz 62 PACE 71 4A. Assignee of Secured Party(ias) if any: La. 4B. Address of Assignee from which ity information obtainable: Signature(s) of Secured Party(ies) in cases covered by ORS 79.4020. Signature(ssofnSecurred Party(ies) orh AssigneeIs) This form of Financing Statement approved by the Secretary of State. STANDARD FORM — UNIFORM COMMERCIAL CODE —FORM UCC -1 STEVENS -NESS LAW PUBLISHING CO., PORTLAND. OR. 57204 FILE COPY — DEBTOR (S) Purchase Supplement Additional Page r a PACE Contract No. Supplement No. Order No. Page 800188429 I PS ( 2Dt Product Description Price Element Quantity Total Price Installation Code (One -Time) Charge AIS -0104 System Access Terminal 513 BCT 3350 -513 2 $3017.50 $ 80.00 513 BCT Keyboard 38089 2 374.00 40.00 5320 Teleprinter 3353 -020 1 1525.75 50.00 5320 Keyboard 33520 1 187.00 15.00 5320 Tractor Paper Assembly 33521 1 93.50 15.00 Teleseer SMDR Unit 3610 -120 1 5185.00 140.00 Teleseer System Software 36101 1 700.00 - Teleseer Site -ben Software 36102 1 600.00 - Analog Voice, Programmable Terminal 3171 -14F 13 2983.50 234.101 Touch Tone Desk Telephone 3100 -170 97 4534.75 970.00 Total This Page • 1a Jn1 n11 ti cai nn PRELIMINARY CUSTOMER COPY (12 -83) Pages Information Systems Customer Name Deschutes County_ ' Address- 41164MM Bond Street et Address City Bend OR State 97701 Zip Purchase Suppieme Contract No. 80112! AT&T information Systems In . ,Branch Address 2020 S.M...4th Ave_ City - State Portland, Oregon Suite 400 Zip . 174V. Customer Requests The Provision Of The Following Products Subject To The Terms And Conditions Of .The Contract Referenced Above. Product Description System 75 Model 18 ;. Analog Line Circuit Pack Digital Line Circuit Pack Central Office Trunk Circuit Pack 01D Trunk Circuit Pack Modem Pool Ci rcUtt Pack - Voice Applications Software Digital Voice Terminal, 16 Button Digital Voice. Terminal, 40 Button 7100 Series Speakerphone Digital Terminal,- Local- .bower Wilt Digital Display Nodule Processor Data Module PONNounting.Unit Maintenance /Warranty Coverage Period 8 a.m. —5 p.m.; Mon. - Fri: ❑ 24 Hours; 7 Days Equipment Location (Address) 1164 M.M. Bond Street City State Bend Oregon - 97701 Scheduled Installation /Delivery Date °3uly. 1985 Authorized ustomer Signature Price Element Quantity Total Price Code - 6300-01B 63111 63114 63115 63116 63119 1230 -VAS 3174-16D 3175 -400 31730 3174.1- 31742 2160 -PON 217 ©1 1 . $'16,150.00 20 19,125.00 2 2,167.50 2 2,082.50 2 2,082.50 1,^ 1,466.25 1 3,S00.00 5 2,720.00, 4 2,992.00 1 - 195.50 4 289.00 4 2,159.80 1 1,079_00 1 - 212.50 - TotalThis Page Sub Total(s) From .Attached ( ) Additional Pages Less Advance Payments, , Credits And Allowances 3 - Installation (One -Time) Charge $ 480.00 2,660.00 376:00 126.00 126.00 8.00 180.00 192.00 20.00 32.10 172.00 50.00 20.00 Zip Albert A gig_ ,�� jTitle --'Chairman; Board, of Commissioners December 5, 1-9-84 Date Shipping 384,00 Grand Total Ill irril 14. AT &T Information Systems Inc. Received By pted ;' (Authori ed Signature) Typed Name 1.4 Augustine Title Address City Mate Date, CA PRELIMINARY CUSTOMER COPY 11 II 1 1 1 1111 - - •l 901.,00.- Zip • .+ B. For prepayment of six (8) or more monthly payments, the amount due will be reduced by an' amount equal to the total amount of the monthly charges remaining, multiplied by the product of the number of months prepaid and a factor based on the then current ATari -IS discount pro- cedures. r C. When the length of a prepaid Commitment Period is reduced, Customer is credited any unus- ed portion of the prepayment, subject to applicable termination charges, If any. 18. TITLE AND RISK OF LOSS - PURCHASE Title to the equipment and risk of loss to the products shall pass to Customer on the date of delivery to Customer for Custonter- installed products, or upon Completion of installation for products installed by AT &T -IS. Foil purchase of in -place products, title to the equipment and risk of loss to the products pass to aistomer when the order is accepted by AT &T -IS, Equipment sold as new will qualify as new under existing Federal tax laws. 17. PRICE AND PAYMENT - PURCHASE The product price listed on the Purchase Supplement may vary by not more than plus or minus 5% for unforseen configuration and or technical changes. Otherwise, the product price listed on the Purchase Supplement is not subject to change unless Customer postpones the installa- tion /delivery date for more than thirty (30) days, in which case the applicable price will be the price in effect on the date of installation /delivery. Payment is due within thirty (30) days from the date of invoice, but not prior to the date when the products are installed if installed by AT &T -IS. 18. SECURITY INTEREST - PURCHASE AT &T -IS or its assign shall have a purchase money security Interest in the products until all charges, including installation charges, if any, are paid in full. Customer agrees to execute and deliver, so that AT &T -IS may file or record, any documents reasonably requested by AT &T -IS for the purpose of protecting and/or perfecting said security interest. 19. WARRANTY - PURCHASE A. AT &T -IS warrants that the products will be in good working order in accordance with AT &T -IS's standard specifications, SUBJECT TO THE EXCLUSIONS SET FORTH IN SECTION 20 OF THIS AGREEMENT ENTITLED "WARRANTY EXCLUSIONS FOR TERM PLANS OR PUR- CHASE," when title passes to Customer, and that AT &T -IS will repair or replace the products without charge during the warranty period subject to the terms and conditions in Section 6 for the Coverage Period indicated on the Purchase Supplement. The warranty period is one (1) year from the date of title passage for new or remanufactured equipment, or 90 days from the date of title passage for used or refurbished equipment. AT &T -IS, at its option, may either - repair or replace the products or refund the purchase price. Repair parts or replacement products may be new, remanufactured, or refurbished, at the discretion of AT &T -IS. Replaced parts or products will become the property of AT &T -IS. B. Customer agrees to advise AT &T -IS promptly of any change in the address of any product dur- ing the warranty period. If Customer moves or modifies any product during the warranty period, and, in the opinion or AT &T -IS, such move or modification impedes or increases the cost of AT &T -IS's testing or repairs, creates a safety hazard or is likely to cause aproduct malfunction, AT &T -IS may, at its option, either terminate the warranty, effective as of that date, as to that product or, with Customer's concurrence, eliminate any safety hazard and continue to perform the maintenance and charge Customer for any extra costs it incurs because of the move or modification. AT &T -IS reserves the right to inspect the product before determining whether it will terminate the warranty as to such product. C. The warranty will only apply to products located within the United States of America. 20. WARRANTY EXCLUSIONS FOR TERM PLANS OR PURCHASE A. The warranties provided herein do not cover maintenance required to repair damages, malfunctions or service failures caused by: (1) (2) (3) (4) Customer's failure to follow AT &T -IS+s Installation, operation or maintenance instructions: Customer's repair, modifications or move of the products, or attachment to the products of non•AT &T -IS equipment; Abuse, misuse or negligent acts; and As to sold products only, power failure or surges, lightning, fire, flood, pest damage, acci- dent, actions of third parties and other events outside AT &T -IS's reasonable control or not arising under normal operating conditions. AT &T -IS may agree to perform maintenance services in such instances on a time and materials basis. B. EXCEPT AS SPECIFICALLY MADE HEREIN, AT &T -IS AND ITS AFFILIATED SUBCONTRAC- TORS AND SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIM ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PUR- POSE. 21. EXCLUSIVE REMEDIES AND LIMITATION OF LIABILITIES A. Except for delays in installation of thirty (30) days or more, Customer's sole remedies against AT &T -IS for loss or damage caused by any product defect or failure, or arising from the perfor- mance or nonperformance of any work under this Agreement regardless of the form of action, whether in contract, tort Including negligence, strict liability or otherwise, shall be (i) Customer's right to receive the repair, replacement or refund set forth in Section 19A of this Agreement, (ii) Customer's right to terminate as set forth in Section 22C and (iii) the lesser of the amount of ac- tual direct damages which are proven or $50,000. If installation by AT &T -IS Is delayed by thirty (30) -days or more by causes not attributable to Customer (except for force majeure conditions as defined in Section 21C), Customer's sole remedy shall be the right to cancel the order without Payment of any cancellation charges. These remedies, together with the remedies provided in Deschutes County (custo IilIIIII I 1I IIII iIl gnature) Albert A. I)IJIII119!11i1III 11111 nrNUel4laelrml +alwIIsIII Contract No. B. O 884 the section entitled "Patent-and Copyright IndemQiN' shall be,e*Olustve of all other remedies against AT &T -IS, its affiliates, subsidiaries, paren sporation, any of its parent's affiliates or subsidiaries, or suppliers of the foregoing, except for Customer's right to claim damages for bodily injury to any person. tt B. NotWtthstandfng any other provisions of thfsirig(gement, neither AT &T -IS nor its aft Mates, subsidiaries, parent corporation, any of its parent's affiliates or subsidiaries, or suppliers of the foregoing shall be liable for any indirect, incidental, or consequential damages (including lost profits) sustained or incurred in connection with the performance or nonperformance of work under this Agreement or the use or operation of the products and services provided or sold hereunder, or.for damages due to causes beyond the reasonable control of AT &T -IS, or at- tributable to any service, products or actions of any person other than AT &T -IS, its employees, subcontractors and agents. C. Neither AT &T -IS nor its affiliates, subsidiaries, parent corporation, or any of its parent's at filiates or subsidiaries shall be liable in any way for delays, failure in performance, loss or damage due to any of the following force majeure conditions: fire, strike, embargo; explosion, power blackout, earthquake, volcanic action, flood, war, water, the elements, labor disputes, civil disturbances, government requirement, civil or military authority, acts of God, public enemy, inability to secure raw material, inability to secure fuel, inability to secure products, transportation lacilities, acts or omissions of carriers, or other causes beyond its reasonable control, whether or not similar to the foregoing. D. Any legal action arising from or in connection with (a) any product defect or any partial or total failure in any product or service provided to Customer, or (b) any installation, maintenance or repair work performed for Customer, must be brought within two (2) years after the cause of action arises. 22. TERMINATION AND CANCELLATION A. A Term Plan Order may be terminated In whole or in part by Customer on thirty (30) days' writ- ten notice to AT &T4S. If termination occurs subsequent to the commencement of installation (or after delivery for a Customer - installed product) but prior to the expiration of the Commitment Period, Customer will be liable for termination charges as follows: 70 percent (70 %) of the sum of all remaining monthly payments for the terminated product(s) or one-half (112) of the monthly payments for the terminated product(s) for the total Commitment Period, whichever is less. If a Term Plan order is cancel ledprfor to the commencement of installation (or prior to delivery for a Customer - Installed product), a cancellation charge equal to ten percent (10 %) of the purchase price of the cancelled product(s) applies, plus any shipping charges Incurred by AT &T -IS. B. If a Purchase Order is cancelled in whole or in part prior to the date of delivery of the product to Customer, a cancellation charge equal to ten percent (10 %) of the purchase price of the can- celled product(s) shall apply, plus any shipping charges incurred by AT &T -IS. . C. Customer may terminate or cancel any order under this Agreement, subject to accrued charges but without liability for termination charges, if AT &T -IS fails to perform or observe material any term or condition of this Agreement with respect to such order-and such failure shall continue unremedied for thirty (30) days after AT &T•IS's receipt of notice thereof from Customer. Customer shall be in default of this Agreement and AT &T -IS may terminate this Agreement or any orders accepted hereunder if Customer fails to pay any charge when due or fails to perform or observe any term or condition of this Agreement, if such failure shall continue unremedied for thirty (30) days after receipt of written notice thereof from AT &T -IS. In the event of such termination by AT &T -IS, applicable termination charges will apply. D. Upon termination of this Agreement or any orders hereunder, Customer will make the prod- ucts provided under all affected orders available for removal, which shall be accomplished In a careful and reasonably expeditious fashion. The products will be returned to ATILT-IS in the same condition as originally installed, ordinary wear and tear excepted, or Customer will pay for restoration of the products to such condition. AT&T-IS shall not be obligated to restore the premises to Its original condition. If Customer does not return the products or make them available for removal by AT &T -IS, then in addition to all other remedies at law or equity available to AT &T -IS, all obligations of Customer under this Agreement shall remain in force and effect until the products are returned to AT &T -IS. 23. ASSIGNMENT Neither party may assign this Agreement without the written consent of the other which consent shall not be unreasonably withheld, except that AT &T -IS may assign this Agreement to an at filiate or subsidiary or assign Its right to receive payment hereunder. 24. SUBCONTRACTING AT &T -IS may subcontract any or all of the work to be performed by it under the terms and condi- tions of this Agreement but shall retain the responsibility for the work subcontracted. 25. GENERAL A. Any supplement to or modification or waiver of any provision of this Agreement must be in writing and signed by authorized representatives of both parties; except that AT &T -IS may, upon ninety (90) days prior written notice to Customer, modify the terms and conditions of this Agree- ment, which modifications shall be effective only as to renewals and new orders placed by Customer and accepted by AT &T -IS after the effective date of such modification. Variances from this Agreement in any Customer order will be of no effect. B. If any term or provision of this Agreement shall be held invalid or unenforceable, the re- mainder of this Agreement shall not be affected thereby and each term and provision hereof shall be valid and enforced to the fullest extent permitted by law. C. This Agreement shall be construed in accordance with and governed by the laws of the State of New Jersey. D. THIS IS THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE PROD- UCTS AND SERVICES HEREUNDER AND SUPERSEDES ALL PRIOR AGREEMENTS, PRO- POSALS OR UNDERSTANDINGS WHETHER WRITTEN OR ORAL. AT &T INFORMATION SYSTEMS IIN /C. Received by: Accepted by: (Authorized Signature) T. S. Augustine (Typed Name) Area vice President (Title) Chairman. Board of Commissioners, (Title) On: flecember S-, 1881 (Date) (Address) Qakland. CA On: (Date) PRELIMINARY CUSTOMER COPY 94607 III 1I I - L I1I11 `59418 .(12813) oration Systems'. AT &T Information Systems Inc. Address 1 11 111 III II,!I 1 II 2020 S.R. 4th, Suits Portlaad, Orate 97201 AT &T Information Systems Inc. ( "AT &T -IS ") and Customer agree that the following terms and conditions will apply to any order for the provision or sale of products and services to Customer by AT &T -IS which is placed by Customer on or after the date Customer sigma this Agreement. 1. COVERAGE AT &T•IS will provide for Customer's use the products and services set forth in any accepted Term Plan Supplement or other order andwill sell the equipment set forth in any accepted Pur- chase Supplement or other purchase order. - 2. CONTRACT PERIOD This Agreement will become effective when signed by Customer and accepted In writing by AT &T -IS. Any order will be effective when accepted by AT &T IS. .3.1NSTALLATION A. AT &T -IS will install the products for which installation charges are separately set forth On the order. Customer agrees to pay any installation char®es setiorth on the order and further agrees to provide the proper environment and electrical and telecommunications connections as . specified in advance by AT &T -IS. B. The products will be installed (or delivered, for customer-installed products) by the date shown on the order. If no installation /delivery. date is specified at the time Customer signs the order, Customer agrees that AT &T -IS may enter the scheduled Installation/delivery date based upon its normal intervals and notify Customer of such date. C. Dispatch of AT&T-IS service personnel to Customers premises to perform installation work is limited to specified geographic areas, and AT &T -IS reserves the right td' Impose additional charges for travel outside those areas. 4. TAXES' Customer agrees to pay taxes, however d®signated (excluding taxes on AT &T -IS'a net income and ad valorem personal property taxes applicable to products provided under a Term Plan), im- posed on or based upon the provision, sale, license or use of the products or services provided. 5. SHIPMENT All shipping, rigging and other destination charges will be invoiced by AT &T -IS and paid by Customer. Products will not be delivered to locations outside the United States of America. 6. MAINTENANCE PLANS TERMS AND CONDITIONS A. The Major Failure Response Coverage Period ("Coverage Period ") is either (1) 8 AM to 5 PM, Monday through Friday, or (2) 24 hours a day, 7 days a week as Indicated on the Term Plan or Pur- chase Supplement. B. AT&T.IS will respond within four (4) Coverage Period hours or begin remote diagno sis within two (2) Coverage Period hours, if appropriate, of the trouble report for failures which materially affect the operation of the products or system ("major system failure$^), as determined by AT &T -IS. C. AT &T -IS will respond within twenty -four (24) hours of the trouble report for minor failures (as determined by AT &T -IS); provided that AT &T -IS shall only perform such work during the hours of 8:00 AM to 5:00 PM, Monday through Friday, excluding AT &T•IS-designated holidays.. _ D. Any equipment purchased from AT &T -IS by Customer and co- located with similar-equipment covered by maintenance under this Agreement, Including equipment acquired subsequent to the effective date of this Agreement, must be included in maintenance provided under -this Agreement subject to the effective monthly maintenance charges for such equipment, and the period of maintenance for such equipment shall be coterminous with the period of maintenance for the covered equipment. • E. Maintenance work performed at a time or in a manner beyond the coverage selected by Customer may be provided subject to additional charges. F. Dispatch of AT &T -IS service personnel to Customer's premises is limited to specified geographic areas, and AT &T -IS reserves the right to impose additional charges for travetoutside those areas. G. AT &T -IS will perform maintenance on any intrasystem wire associated with the products far which maintenance is provided under this Agreement only if Customer owns such wire orob- tains written authorization from the owner of such wire for AT &T -IS to perform such maintenance. Associated intrasystem wire shall be defined as wire interconnecting the prod- ucts and/or connecting the products to the network interface; except for riser and'campus wire, as determined by AT &T -IS. 7. PATENT AND COPYRIGHT INDEMNITY AT &T -IS will defendor settle, at its own expense, any action brought against Customer to the ex- tent that it is based on a claim that any product(s) provided by AT &T -IS pursuant to this Agree- - ment infringe any U.S. copyright or patent; and AT &T -IS will pay those costs, damages and at- torney's fees finally awarded against Customers in any such action attributable to any such claim, but such defense, settlements and payments are conditioned on the following: (1) that AT &T -IS shall be notified promptly in writing by Customer of any such claim; (2) that AT &T -IS shall have sole control of the defense of any action on such claim and of all negotiations for its settlement or compromise; (3) that Customer shall cooperate with AT &T -IS in a reasonable way to facilitate the settlement or defense of such claim; (4) that such claim does not arise from Customer modifications not authorized by AT &T -IS or from the use or combination of products provided by AT &T -IS with products provided by Customer or by others; and (5) should such pipd- uct(s) become, or in AT &T -IS's opinion be likely to become, the subject of such claim of infringe- ment, then Customer shall permit AT &T -IS, at AT &T -IS's option and expense, either to (a) pro- cure for Customer the right to continue using the product(s), or(b) replace or modify the same so that it becomes noninfringing and functionally equivalent, or (c) upon failure of (a) and (b) above despite the reasonable efforts of AT &T -IS, for a sold product or licensed software, return the price paid for the licensed software or buy back the product at th such re,:a'= .. - '.. ,....•�. with respect to the infringement of copyrights and patents by the products provided hereunder or the operation thereof. -- 8. SOFTWARE AND OTHER INFORMATION A. SOFTWARE, DOCUMENTATION AND OTHER INFORMATION) OWNED BY AT &T -IS AND ITS SUPPLIERS AND PROVIDED TO CUSTOMER BY AT &T -IS FOR CONTROL OF OR USE WITH PRODUCTS PROVIDED TO CUSTOMER UNDER THIS AGREEMENTOR`UNDER SUBSEQUENT ORDERS PLACED UNDER THIS-AGREEMENT SHALL REMAIN THE PROPERTY OF AT &T -IS. SOFTWARE PROVIDED UNDER A SOFTWARE SUPPLEMENT SHAD, TO THE EXTENT THE TERMS DIFFER, BE GOVERNED BY THE TERMS SET OUT IN SUCH ASUPPLEMENT. AT &T -IS hereby grants Customer a personal, nontransferable and nonexcl usiveright to use, in the United States, all documentation, technical information, confidential business information and all soft- ware and related documentation, in whatever form recorded (all hereinafter designated "Infor• mation "), which are furnished to Customer under or in contemplation of this Agreement, subject to the following conditions: B. Such Information: (1) shall be used by Customer only to order or to evaluate for that purpose AT &T -IS products, or to install, operate or maintain the particular product for which the information wasinitiall9 furnished; (2) shall be used solely for Customer's internal business purposes; (3) shall not be reproduced or copied, in whole or in part, except as necessary for use as authorized herein; and (4) shall, together with any copies thereof, be returned or destroyed, or may, if in the form of software recorded on an erasable storage medium, be erased when no longer needed or per- mitted for use with the product for which it was initially furnished. Contract No. Et G Dimishirdiiii 'W Customer.Ne• ity m Addve•• Z 4- C.1. stand Street Sand, Oregon 97701 r "Customer') (C) Unless AT &T -IS consents in writing, such Information except for any part thereof which is rightfully obtained by Customer free of any obligation to keep in confidence or which becomes generally known.to the public through acts not attributable to'Custorner or is independently developedby Customer, shall be treated in confidence by Customer. (D) Such Infomtation may be disclosed to other persons, solely for the purpose of inStailing, operat)ngornlafnt iningthepartiauiarproduct for which it was furnished, provided such other per ree In writing In advance of disclosure to the same conditions respecting ownership, use nfidentiaUty of information contained in thls Section 8 and AT &T -IS is furnished with a copy of such writing: • - - , (E (E)Ifisiy product sold or provi p.toCustomerhereunderIsresold, leased or otherwise provided by Customer directly or through an intermediary to a subsequent end user, upon written request to AT &T -iS by customer, AT &T -IS wilt grant to such end use a personal nontransferable and nonexclusive right to use, In the United States, any related Information which AT &T -IS furnished to Customer for use in or with such product, solely for Such end user's internal business pur- poses and solely for use in or with such product. Such right will, be granted to the end user pro- vided the end user agrees in writing to the same conditions respecting ownership, use and con- fidentiality of Information as is contained in this Agreement and the payment of any applicable fees. (F) Customer agrees to use Its best efforts to see that its empioyebs and users of all software licensed hereunder, or under subsequent orders; comply with the terms and conditions set out herein and Customer agrees to refrain from taking any steps, such as reverse assembly or reverse compilation, to derive a source code equivalent of the software. 9. DEFINITION OF TERM PLAN AND COMMITMENT PERIOD A. A Term Plan is a transaction wherein Customer agrees to pay a fixed price each, month for a specified period of time (herein referred to as the Commitment Period) for the use of specified AT &T -IS furnished products and services. The Commitment Period will begin the day following the date the product is installed, if installed by AT &T -IS, or on the day following the date of delivery to Customer if not installed by AT &T -IS. A product is deemed "installed" when it passes AT &T -IS's post- installation tests or on the scheduled installation date, if installation Is delayed for reasons attributable to Customer or those contractors or communicat ion s carriers providing facilities or services at Customer's request. B. For Term Plan orders of one year or longer, AT &T -IS will notify Customer in writing of the im- pending expiration of the Commitment Period at (east sixty (60) days prior to its expiration. Unless either party receives written notice to the contrary at least thirty (30) days prior to expira• Lion of the Commitment Period, the order will be automatically renewed for the shortest Commit- ment Period then available from AT &T-IS. Renewals will be at the price and on the terms and conditions of AT &T -IS in effect at the time of renewal unless otherwise agreed to in writing by the parties. 10. TITLE AND RISK OF LOSS — TERM PLANS A. All products provided under a Term Plan will remain the sole property of AT &T -IS, whether or not attached to or embedded in realty. - B. AT &T -IS will bear the risk of loss or damage to the products, except that Customer will be liable to AT &T -IS for the cost of repair or replacement of products lost or damaged as a-result of Customer's negligence, intentional acts, unauthorized installation or maintenance or other cause within the reasonable control of Customer, Its employees or agents. 11. PRICE AND PAYMENT — TERM PLANS A. Products and services will be provided at the charges and for the commitment period specified in the order. Monthly charges will be billed in advance. One -time charges will be billed-, - 'as 'incurred. Payment is due within thirty (30) days of the invoice date but not prior to the date when the products are installed, if installed by AT &T -IS. A minimum of three (3) months' charges wetapply on all products initially provided on a Term Plan having a one (1) month Commitment Period. B. Maintenance during the 8 AM to 5 PM, Monday through Friday Coverage Period as described in Section 6 is included over the length of the Commitment Period at no additional charge for parts and labor, Additional maintenance coverage, if available, is subject to additional charges. C. Customer agrees thettFdP 17e'® listed on an accepted ordernlay vary by not more than plus or minus 5% for unlorisisEii ation and/or tedhnical changes. Otherwise, the price listed on an accepted order Is not su jeot to change before. the end-of the Commitment Period unless Customer postpones the actual installation /delivery date for more than thirty (30) days, in which case the applicable price will be the price in effect on the date of installation /delivery. In the event of any postponement by Customer of the actual installation /delivery date prior to delivery of the products to Customer, Customer will be responsible for any additional charges incurred by AT &T -IS as a result of such delay. 12. WARRANTY, USE AND MAINTENANCE — TERM PLANS A. AT &T -IS will maintain the products in good working order during the Commitment Period in accordance with the terms and conditions in Section 6. for the Coverage Period indicated on the Term Plan Supplement SUBJECT TO THE EXCLUSIONS SET FORTH IN SECTION 20 OF THIS AGREEMENT ENTITLED "WARRANTY EXCLUSIONS FOR TERM PLANS OR PURCHASE." Customer shall permit AT &T -IS reasonable access to the products. Repair, parts or replacement products may be new, remanufactured, or refurbished; -{t-the discretion:of A'F&T S - .fSidttle.pro-:. C. The product shall be used bytustomer only at the location(s) specified and shall not be removed or relocated by Customer without prior written authorization from AT &T -IS which shall not be unreasonably withheld. D. Customer will not make any modifications to the products without the written permission of AT &T -IS, and will pay the cost of any repairs necessitated by unauthorized work. 13. CHANGE OF COMMITMENT PERIOD A. At any time during the Commitment Period, Customer may change to another Commitment Period then offered by AT &T -IS for the product. If the new Commitment Period is equal to or longer than the time remaining in the original Commitment Period, no termination charges will apply. If the new Commitment Period is shorter than the time remaining in the original period, the termination charges Set forth" in "Termination and Cancellation" shall apply. B. The terms and conditions governing the new Commitment Period will be those in effect at the time of the change unless otherwise agreed to in writing by the parties. 14. COTERMINOUS OPTION FOR SUBSEQUENT ADDITIONS It at least thirty (30) days remain in the existing system's Commitment Period, Customer may in- clude addition(s) (i.e. items identified as such by AT &T -IS) in the existing system and shall pay for the addition(s) over the remainder of the Commitment Period for the system. AT &T -IS's then current charges for the addition(s) for such Commitment Period will be applicable. 15. PREPAYMENT A. At any time, Customer may prepay the total outstanding monthly charges to become due dun *fng the Commitment Period. Prepayment of -less than the total outstanding charges is not per - rimitted. PRELIMINARY CUSTOMER OPY, 1 1 1 111 III 111 11111 CO III II I 11 I 11 I I 1 111• vol. 62 PACE 76 ADDENDUM A TO MASTER AGREEMENT 1. In the event that (i) funds shall not be appropriated and shall not otherwise be available for any fiscal period of Customer following its current fiscal year ( "subsequent fiscal year") for the acquisition of .services and functions similar to the services and functions performed by the equipment provided by AT &T -I5 under a term plan order placed under this Agreement, and (11) Customer shall have exhausted all funds legally available for payment under such term plan order and no other legal procedure shall exist whereby payment thereunder can be made to AT &T -IS, then Customer may terminate the term plan order as of the last day for which giving thirty (30) days prior written notice of termination to AT &T -IS, together with (a) a certificate of Customer and a legal opinion of its counsel t� the effect set forth in clauses (i) and (i1) above, and (b) payment of all amounts then due or that will become due under the term plan order after the effective date of termination. Customer's duty to make payments that become due under the term plan order after the effective date of termination shall then cease, and AT &T -IS shall be entitled to retain or recover all amounts paid or owed by Customer under the term plan order prior to the effective date of termination. 2. As a condition to termination of the term plan order pursuant to Section (1) above, Customer shall, on or prior to the effective date of termination. (1) make the effected equipment available for removal by AT &T -IS, which shall be accomplished in careful and reasonably expeditious fashion, and, (11) reimburse AT &T -IS for the cost of such removal or make adequate provisions for such reimbursement. Such equipment shall be returned to AT &T -IS in the same condition as orglnalty installed, ordinary wear and tear excepted, or shall not be obligated to restore the premises to their original condition. 3. If Customer does not fully comply with the provisions of Sections (1) and (2) above, then all obligations of Customers under the term plan order shall remain in full force and effect. VOL 62 PACE 77 ADOENOUM A TO MASTER AGREEMENT 1. In the event that (1) funds shall not be appropriated and shall not otherwise be available for any fiscal period of Customer following its current fiscal year ( "subsequent fiscal year ") for the acquisition of ..services and functions similar to the services and functions performed by the equipment provided by AT&T -IS under a term plan order placed under this Agreement, and (11) Customer shall have exhausted all funds legally available for payment under such term plan order and no other legal procedure shall exist whereby payment thereunder can be made to AT &T -IS, then Customer may terminate the term plan order as of the last day for which giving thirty (30) days prior written notice of termination to AT &T -IS, together with (a) a certificate of Customer and a legal opinion of its counsel t� the effect set forth in clauses (i) and (11) above, and (b) payment of all amounts then due or that will become due under the term plan order after the effective date of termination. Customer's duty to make payments that become due under the term plan order after the effective date of termination shall then cease, and AT &T -IS shall be entitled to retain or recover all amounts paid or owed by Customer under the term plan order prior to the effective date of termination. 2. As a condition to termination of the term plan order pursuant to Section (1) above, Customer shall, on or prior to the effective date of termination, (1) make the effected equipment available for removal by AT&T -IS, which shall be accomplished in careful and reasonably expeditious fashion; and, (1i) reimburse AT&T -IS for the cost of such removal or make adequate provisions for such reimbursement. Such equipment shall be returned to AT &T -IS in the same condition as orglnally installed, ordinary wear and tear excepted, or shall not be obligated to restore the premises to their original condition. 3. If Customer does not fully comply with the provisions of Sections (1) and (2) above, then all obligations of Customers under the term plan order shall remain in full force and effect. vaL 62 PAGE 78 ADDENDUM A TO MASTER AGREEMENT 1, In the event that (1) funds shall not be appropriated and shall not otherwise be available for any fiscal period of Customer following its current fiscal year ( "subsequent fiscal year ") for the acquisition of ..services and functions similar to the services and functions performed by the equipment provided by AT &T -IS under a term plan order placed under this Agreement, and (ii) Customer shall have exhausted all funds legally available for payment under such term plan order and no other legal procedure shall exist whereby payment thereunder can be made to AT &T -IS, then Customer may terminate the term plan order as of the last day for which giving thirty (30) days prior written notice of termination to AT &T -IS, together with (a) a certificate of Customer and a legal opinion of its counsel t� the effect set forth in clauses (i) and (ii) above, and (b) payment of all amounts then due or that will become due under the term plan order after the effective date of termination. Customer's duty to make payments that become due under the term plan order after the effective date of termination shall then cease, and AT&T -IS shall be entitled to retain or recover all amounts paid or owed by Customer under the term plan order prior to the effective date of termination. 2. As a condition to termination of the term plan order pursuant to Section (1) above, Customer shall, on or prior to the effective date of termination, (i) make the effected equipment available for removal by AT&T -IS, which shall be accomplished in careful and reasonably expeditious fashion; and, (ii) reimburse AT &T -IS for the cost of such removal or make adequate provisions for such reimbursement. Such equipment shall be returned to AT &T -IS in the same condition as orginally installed, ordinary wear and tear excepted, or shall not be obligated to restore the premises to their original condition. 3. If Customer does not fully comply with the provisions of Sections (1) and (2) above, then all obligations of Customers under the term plan order shall remain in full force and effect.