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HomeMy Public PortalAbout050-Fire Dept Pager ServiceAGREEMENT THIS AGREEMENT made and entered into this AC day of 2004, by and between the City of Richmond, Indiana, a municipal corporation a t' g by and through its Board of Public Works and Safety (hereinafter referred to as the ity") and Arch Wireless, Inc., 1800 West Park Drive, Westborough, MA 01581 (hereinafter referred to as the "Contractor"). WHEREAS, The Richmond Fire Department needs to obtain pager service for its Hazmat and Dive Teams; and WHEREAS, Contractor is willing to provide said service. NOW, THEREFORE, in consideration of the following including the above stated recitals, the parties agree as follows: 1. Contractor shall provide City with certain pager services beginning on May 20, 2004 with such service continuing in effect until May 20, 2007, and specifically conforming to the described services on "Exhibit A" which is attached hereto and made a part hereof. 2. Contractor shall be paid a sum not to exceed the rates described on the attached "Exhibit A", specifically Contractor shall be paid three (3) annual payments of One Thousand Four Hundred Fifty-eight Dollars and Eighty- six Cents ($1,458.86), for a grand total of Four Thousand Three Hundred Seventy-six Dollars and Fifty-eight Cents ($4376.58). Such payment shall be made within a reasonable time after receiving an invoice requesting payment, provided that maximum amount Contractor may be paid during one calendar year of this Agreement is One Thousand Four Hundred Fifty- eight Dollars and Eighty-six Cents ($1,458.86). The remaining terms and conditions of this Agreement are contained on the document which is attached hereto, made a part hereof and marked as "Exhibit B". Provided, that the following portion of said "Exhibit B" shall not become a part of the Agreement between City and Contractor. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be resolved by arbitration administered by J.A.M.S./Endispute in Boston, Massachusetts in accordance with its commercial arbitration rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Each arbitration pursuant to this Agreement shall be limited to an action between the parties to this Agreement. There shall be no consolidation or class action of any arbitration action involving parties to this Agreement with CONTRACT No. 50-2004 any arbitration or other action between Arch and any other person. The parties expressly waive all rights to a jury trial. Subscriber expressly waives any and all claims for attorneys' fees. The laws of the Commonwealth of Massachusetts shall govern this Agreement. In place of the above cited provision, which is not a part of the Agreement between City and Contractor, the following terms and conditions shall be applicable. The parties to this Agreement submit to the jurisdiction and venue of the Courts of Wayne County, Indiana and any suit arising out the transactions contemplated by this Agreement must be filed in the previously mentioned Courts. The parties specifically agree that no arbitration or mediation shall be required prior to the commencement of legal proceedings in said Courts. This Agreement shall be controlled by and interpreted according to the laws of the State of Indiana. 4. Any person executing this Agreement in a representative capacity hereby warrants that he has been duly authorized by his principal to execute this document. IN WITNESS WHEREOF, the parties execute this Agreement effective the day and year first above written, although signatures may be affixed at different times. "CITY" THE CITY OF RICHMOND, INDIANA by and through its Board of Public Works and Safety By: John Kenny, Preside Date: S /Z p /6 APPROVED Sarah L. Hutton, Mayor Date: o7Q "CONTRACTOR" ARCH WIRELESS, INC. By: , Title: ltJirsr�ri k �.� mac: — Date:_ G -- 3 —0 4L tfnmanu SAlFS AND SERVICE AGREEMENT pac, e� 289918 Q 10 UUD NEW ADD ON . [] EXCHANGE Q DISCONNECT ef---t— Tota! # Of devices�� OFFICE CODE CHANGE © TRANSFER OFFICE FAX #� • ❑REINSTATE ❑ OTHER: CUSTOMER NAME • ICJ CONTRACT DATE OA7E DF BfATH YLLQ .�- f CUSADMER NO. SS#/RN CUSTOMER 7YPE /` U• _ � CONTACT EMAIL ADDRESS: L y^ .$U3. T(:L,# � EXT. HOME TEL. # STREET . STREET �t✓0ro-4 STREET , ST T STREET CREDIT APPROVAL # -L ZIP CODE • CITY SALES REP # ST ZIP CODE BILL'CYELE BILL FORMAT (j AGp AGC SAr ES REP NAME r�DET MWIA: FINANCE _ SPLIT CHARct ass Q NO PARENT ACCT # SVC CODE SIC COt Qa FLAG. YES Q NO LEVEL PURCHASE ORDER # DISCOUNT Aran,# TAX EXEMPT. �-TU: Q PARENT ❑ J P.O. EXP DATE START 60.UNt� Q NO STATE �N�>� EMPT A' j � ,- � P.(t, $ AMOUNT GATE f 1 COdrTRACT REASON CODE. TERM., ❑ t YR [7 �Y p 2 ,r�) 3 YR• ❑OTHER Customer Initia;: �.. �-" ! 14t1 Pt AN RATES. ARE Q MONTHLY Q E7RTgLY Q SEMLAN�aIA), tOrL EQUIPMENT NO. UNIT t Qr►' t3liws DNR 4 i7 ck r • J" OR" (MITT 3 n EOUIPMENT PUgCHgSE IFEgWWnen1 E1P CREDIT - i APPucgBI,E) _ NO. OF INSTALLS/CHAFMP Jn+talfinent Term �' ANC&LARY EOUIPMENiC► ARGES 4 R*W aN On Equipment big nL SERVICE TYPtcfMc DEL CUSIOrnor Ua Balance _ CHANNEUFREOUENCY Customer Initials CAPCODE • HOLDER PROMO CODE Account Disconnect Pes- S25.00 CPG (MARKX IF YES) Sump Fee. SIM00 Customer Initial DEVICE OR TELEPHONER - PIN ADDITIONAL TELEPHONE. Je I understand the Arch pglCdes rA9artiing: OVEACAII Coat �Equipment Charges and Returns QAutomatic Payments ;CPAirtime Charges SERVICE PXG ALLO►ViSFER OVERCALL gf�anoagation'poi WAdrnin Fee LF_a .LSPATCH CALL ALLOWISM" OVERCALL �• � o C3Re4c#vvaftn Charge Pees II1pMYPhone Charges %a ¢USF Charges USE RATE CHARGE �'ayment OptlOnsr Methods S gations WiDwOrcall plan ADD FEATURE CODE/0CHARGE T0t� 2 PtShlpping Fees SOD FEATURE COOE/CHAg is i trl►darstand that the Ch atges assodated wCth Illbill are stated in the gill Plan section ADD FEATURE COD&CHARGE / K of till�;lAl y n ADD FEATURE C00efCHARGE ..�is ustamlar Initial _ COv=RAGE CODElCHgRGE IS� Is /S ❑VISA 0MC QaSCOVER ❑ • ti ti J �"OICEiIAIL CODE/CHARGE /S CHECK ADS AMEX ❑CASH ❑CHECK = AMOUNT; ?_RSONALeOpyCaDE/CKARGE /S CR.CARD SU9 OF BASE RECURRING CHRGS. -----r is A P �T SRO T ECT/MAW CODFICHA DU^ D - O • A t G7 E �T19LE_ fS CARD. (aDf�pNAME: ETC CHARGES r5 Ai . SIGN (JiT'3rCIj - �ti USF FEE A M)ZHARGE OPTION.- CREDITCARD CHECK ACCT 3. DIY SIGNATURE H COPY VOIDE0,C HIC TOTAL RECURRING CHr1RGES RE HEREUNDER ACKNOWLEDGES THAT I HAVE REVIEWED THE COMMENTS: SALES SUMMARY CHECKLIST ABOVE AND I HAVE READ AND ACCEPT THE CONTRACTUAL TERMS AND CONpITI 'HIS AGR ONS APPEARING ON THE REVEL OF Tot•I Equipment Charges S EEMENT, BY SIGNING BELOW, I AUTHORIZE YOU TO CHECK MY First Bill REFERENCES AND TO SUBMIT MY NAME AN COMPANY NAME TO CREDIT Ptah S Ad1NFORMATitN1 BUREAUS FOR APPROVAL PURPOSES. 1 UNDERSTAND THAT min. Conn•oyChargps g THE APPLICABLE TAXES AND SURCHARGES WILL BE APPLIED AT THE TIME OF Adrhlm Fee S O© 1N CING. r ` Deposit S TotalTazJSuroharg•a$ R TUR f � ACHUSE OMY ShippingfHendUn S PRIM NAME TITLE DATE �A1RINATAL �OCMATIACS GRANDTDTAL DUE S 5 ARCH GNq RE Wnlh: ARCH - YNyrr; n4ye,,TORY Pink CUSTOMER • _ Gold: SALES ' FY040ed ih-at the modificat A»•SIiB&Mao on the attached page. rs is applicable.** EXHIBIT PAGE The terms and conditions stated herein are TERMS AND CONDITIONS part of the Sales and Service Agreement and, it applicable, are in Term: The initial term of this Agreement shall commence on the date that the Device is activated and shall cor addition to ary additional terms stated in any Special Offering (as defined elsewhere herein) (collectively, the tinue for the period set forth elsewhere herein (the "Initial Term"). Upon the expiration of the Initial Term. thi 'Agreement) and shall govern the relationship between the customer (the "Subscriber") and Arch Wireless Agreement shall remain in full force and effect provided that either party may terminate this Agreement Operating Company, Inc. ('Arch") with rasped to the subject matter hereof. IF YOU DO NOT ACCEPT THE dance with the terms set forth elsewhere herein. The Initial Term, together with any extensions shall be coterie{ `TERMS AND CONDITIONS OF THIS AGREEMENT, PLEASE RETURN YOUR COMMUNICATION to as the "Term"Notwithstandin an lbit actor DEVK E(S) WRHIN F(ASOURTEEN DAYS OFYOUR RECEIPTTHEREOF. UPON THE EARLIER OFYOUR USE Devices are, added to an account hereunder, the Term of the Agreement with respect t such additional Device SUBSCRIBER THE SERVICES ES -DEFINED BELOW) OR THE EXPIRATION OF THE FOURTEEN -DAY PERIOD, or Devices, shalt not be shorter than the hereunder, the of the Initial Term. Agreement ewhere herein, in the event i Device is, e SUBSCRIBER AGREES TO BE BOUND HEREBY. Services: Subject to the terms and conditions stated herein, Arch shall provide services consistent with the nor- Termination: Subscribers failure to pay an invoice in full within 15 days of the date mat and reasonable standards of the wireless messaging industry (the 'Services'). Service may include shall be deemed past due and a material breach of this Agreement In such event, without led written the invoect mat and reasonable atiorts services or of the s by Arch; (0 Service may be temporarily interrupted or terminated (ee) a reconnection charge Of to S25 pe 10 its sole supplied by other carriers or other third parties and selected by Arch Device may be dhaiged to Subscriber's account, si late charges shell accrue at the rate of 1.5% option and discretion. Notwithstanding the foregoing. Arch shall be responsible for billing, customer fraction tha (•) per month (a service and Service related issues. In the event that Service is interrupted, Subscribers sole, or the highest lawful rate, t lower, (iv) Arch may apply Subscribers the. pm rate adjustment to the fixed monthly charges for Service of the' Device remedy shall be unpaid balance, (v) Arch may require an additional deposit, s arty, against the Notwithstanding the foregoing, an Adjustment shall only be made (I) for into (an 'Adiu�^n' Pay all collection costs and reasonable I curreed o curred by Arch as Service; and (vQscr Subscriber agrees to utive hours in duration and III) from the time Arch receives written rot ca of schinterruptionof mr unan 36 til the ta�rmina- Outstanding Purchase Price and/or the Outstanding/ r rec nce ash as a result of Subscribers laze payment e tern of such interruption. No Adjustment shall be made if the interruption is caused non-payment.0Outstanding In addition to discaroteand/or reconnection disable t any, Subscriber shag pay the son using Subscribers Device, Adjustment s among other thin by (I) Subscriber or an applicable. If Subscriber, in good faith disputes instructions or (b) any breach hereunder, iii) any other r event (a) failure to comply with the Device's y Per- any portion of the invoice, Subscriber in shall, nonetheless make payment in full of the invoice and Subscriber operating shall e. Thtifye Arch of such dispute, co in writing with reasonable efforts documentation, within 15 days of receipt of the majeure event). (III) activities reasonably necessary or a beyond the reasonable control of Arch (a force invoice. The parties shall use commercially reasonable efforts o resolve Y ry appropriate for the proper or improved operations of Arch is resolved in Subscribers favor, Arch shall issue a credit to Subscribers arry account it thIn the e eventne the dispute or (iv) signal or coverage limitations. Subscriber shall not use Services for any unlawful purpose (Induct ng, unable to resolve the without limitation, violation of any applicable law, regulation or ordinance) or in a manner that reason parties are adversely affect Arch service to others. _ ably could occurrence of a materibreachlothePthan a breach resolved W or cola azcere heroin. In the event of the uncorrected for more than 15 days attar written notice describing the breach to a the Paymenntbreach that remains Warranty Disclaimer THE LIMITED WARRANTIES AND THE ARCH.REMEDA CONTAINED HEREIN paq the ARETHE non -breaching party shall have the right to declare a default hereunder. In the event the non -breaching EXCLUSIVE WARRANTIES AND REMEDIES OFFERED 8Y ARCH. ARCH MAKES lIO OTHER WAR- hall an o the other remedies ng party RANTIES, EXPRESS, IMPLIED OR STATUTORY, C_ declares a default, in specified herein, arnd FACILITIES, NETWORK OR SYSTEM, OR THE CONTENT, CONFIDENTNG THE IALITY OR ACCURACYDEVICE OR OF ANY herein, the non-broachingparty m o it at.•t w the limitations specified INFORMATION TRANSMITTED VIA ARCH'S FACILITIES, NETWORK OR SYSTEM, INCLUDING, WITH. minatlon of this A mhrsce any and all remedies available to g at law and equity, including ter. OUT LIMITATION, WARRANTIES FI MERCHACLA DISCLAIMS. I OR FITNESS FOR A PARTICULAR USE OR usenSe Cancellation. or Subscribers elects tuse of orvices is at cancelServices prior to the expiration of thelnititSual Telerm Sutascribar mil PURPOSE. WHICH ARCH SPEGRCALLY DISCLAIMS, E A MANUFACTURER HAS INCLUDED ANY nonetheless be obligated to WARRANTIES WITH THE DEVICE, THE MANUFACTURER SHALL BE SOLELY RESPONSIBLE FOR Term plus an account disconnection fee (the "Account Disconnect Fee') as well through the hOutstandingtheo Purchase SUCH OBLIGATIONS AND SUBSCRIBER AGREES TO SEEK ANY REMEDIES SOLELY AGAINST SUCH Price and/or tiro disconnection all recurring (the charges and onnect Fee') balances through the end of the Initiale MANUFACTURER Outstanding Balance, as applicable. Upon the expiration of the Initial Term, Subscriber dy,,. ter- minate this Agreement try providing Arch with not Was then thirty�Y IN,Limitation 06 Liability-, NOTWITHSTANDING ANY PROVISION TO THE CONTRARY CONTAINED.HERE- to so terminate, provided Subscriber submits payment of all ouls(•tatiddrn C� eesnolof Subscriber's desire TA MERCER EQUI NOR' ITS.SUPPLIERS SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDEW any Outstanding Purchase Price and/or Outstanding Balerxa, as g g (Includingwithout ranilaton THE E CONSEgtIENi1AL LOSS OR DAMAGES OF ANY DESCRIPTION, REGARDLESS OFTHE CAUSE such written notice. Subscriber shall state in the written cancellation nonce) , the date on which n data Subawigh THEREFOR, ugh the cancellation date wuCh desires the Services to terminate, or such date Is not less than thirty (30) days from the date of receipt Indemnity; Other than as spedficagy provided to the contrary elsewhere herein, Subscriber he of such notice by Arch. Arch reserves the right to terminate this regiment ibw and holds Arch harmless from any and all claims, actions, �Y indemnifies notice to Subscriber. In the event Arch so terminates this Agreem ant. Subs�cn not less s thaan this (30) �s (kxyuding reasonable alto proceedings, expenses, damages and liabilities Purchase Prices and/or OutstandingBalances, as a kceble. In rho event shall mays' fees) (each, a Claim") arising out of the use or operation of the Device or the and/or the Device be refunded or an In ttre evert In no even desires M�ayment$ for a Services, y act or Omission ct the or er molt any the terms, conditions or Provisions hereof, Including, ratwn of the Initial Term and Subscriber has agreed to make any of its rights r# or its consul prior to the so - without limitation, any Claim arising out of any exposure to or arising from RF emissions, N any, g Subscribels credit card and/or chseking account shall be billed fopayments by r / of Automatic MChI Term I The Device: Arch agrees to sell the Device and any accessories (the "Purchased Device? or lease the Device E-Mail Addresses, Telephone and any accessories (the "Leased Device") to Subscriber on the terms and radii on vice , in this A regiment telephone andpersonalIdn and Personal errs (the "Nution Numbers' Arch shall assign e-mail address, Each the Purchased Device and the Leased Device is a "Device", which shall include one ofacidre any ro numbers [" (the "Numbers^), as sum e r as in a sob discretion. doesnot way receiving and/or Subscriber shall not °centre arty particular ["tweet in arty specific Number two-way receiving and transmitting devices: The Device may 6e encrypted with a password to prevent Craft, mis• guarantee the assignment of any Particular Number, Itroflx, a exchange �^�• � does �t use, hwentory control and certain contract protections. assign, designate, reassign or change Numbers as reasonably necessary nt reserves the ri 1° Leased Device.' Title in. Leased Device remains with Arch. Subscriber ^wa• Arch ty eery in the conduct of ft$ busi• agrees to maintain the Leased Devices) ! the we of a Number on. a revocable basis; no rights shall aecnre to m good operating condition and appearance, free from any liens or encumbrances, Subscriber agrees to return Subscriber relating to such Number awn If Subscriber has made all required payments, Leased Device to Arch in its Original condition, ordinary wear and tear excepted, upon the expiration or termi- nation of this Agreement. In the event the Leased Device is not returned in its original condition, ordina wear Y required for Sery c� or the Devke(s). Arch may apply the deposit in its discretion and tear against amaums owed and unpaid during the Term and upon termination of this Agreemern To tha extent that excepted, Subscriber shall be charged for the necessary repairs or if the Leased Device is damaged Arch aPPges all or any pert of Cho deposC, Arch may require Subscriber o beyond commercially reasonable repair. Subscriber shall be charged the purchase price of the Leased Device, deposC. Interest will chat ba paid on the deposit unless required hY law, provede Arch with an additional In the event the Leased Device needs repairs during the Term (as defined below), and the Leased Device is C 9w: Cho not damaged beyond commarcialty reasonable repairs, Arch shall Wtth Arch's " or Service and Davice(s) shall be set forth on the khveice. Charges shale be ih accordarnce Subscriber shall deliver the damaged Leased Device to Arch and Subscriber shall dement Leased Device, incirxleie in effect from time o tine, whroh Arch may change wghart prior notice Charges Ping costs associated comm r ally ie In the event the Landed Device needs repairs, and the Leaned Device iresponsible for s dam- �Y hharges upon execution of this Alt orear lernrt (I�nipal Cheprg�es�, q�ddhhartAal ch � aged beyond commercial re R of certain C ng. y require the Payment below), Arch shall send a ty reasonable re ei end Subscrber has not purchased Protection (as defined tags and changes to Service or Device(s). Charges, other than overcall arges may apply for over - below), Leased Device, Subscriber shall be bred for the purchase price of such Arch reserve6 the right ro pees on o Subscriber, in addition i the ServiChar and s all Charms th ice. replacement Leased Device an needs repairs ih� easemd sable f o is idahr�g costs s a commaedd ththerewith. In Arch is required to make pursuant to any tax, levy or surcharge, local and federal Universal Service the event the Leased Device able repairs and Subscriber has purchased Protection, Arch shag send a replacement LeaseFund rciald Device, dutyreaso - ore simile chr similar ar a subscriber shag pay, in addition o any Changes described above, any assessment Subscriber shipping be bled for the ed In n able Deductibles (as defined below) and Subscriber shag be 9 Posed by arty, local. state or federal government or governmental agency with bee for all shipping costs associated therewith. Arch Is under no obligation to repair or retum the original testy aFrocid Otters") the lnlHellhche ahel remain Ian effect uBrhtlirths tarrnlnaCon of ihs (CON — Leased Device. Ororthotiorhal oMerings (collet Purchased Device. Title in Purchased Device passes to Subscriber u Ofrers and Areh andl have Ctrs right hshChout (urMsr notice, to i PPu payment in full of the facts r rice. Payment lfetrods: Pa mplsmsrht thi then curterrt dtarges Special Arch offers no warranty with the Purchased Device. in the event the Purchased Device has defects or faulty epos$ ff P P ymants may be made by automatic withdrewal from Subsaribers checking account (other workmanship, Subscriber shag contact the manufacturer pursuant o the manufacturers warranty, i( viol n the arty and tha Initial Chergea) or by credit card tolled' certain circumstances Subscribers ( nazS4'Automatic Payrtnents� try pro may Purchase Devices pursuant to special arrangements with Arch where/ Payment from Subea berscredft card ssuerbor baniklas PPlipf iefor elamount of ChargArch to es- a Subscriber shall. make Automatic Payments (as defined below), In equal amounts, over a specified period Ow electing Autarthatic (the "Purchase Period•) of -time (`Auto Pay Devicesl. In the case of an Auto on each paYmern, Subscriber (I) acknowledges receipt of Service for the total Charges set forth termination.pror to the Pay Device, in the event of eery es agr and;. a6 ppgceble, (le) as the cardholder, agrees to perform the obligations pursuant to stand expiration of the Purchase Period. Subscriber shall, among other things. Pay Cho out- Subacriben s agreemerC Mth tha credo gr d Issuer. Attar the expiration of the Initial Tenn, Subscriber maycan Runt hose price (the 'Outstanding Purchase Pr ce } due thereon, Under certain circumstances tel Automatic Payments tOr lulure rri'may Puk*mw*Dsvk:es pursuant. o. special arrangements with Arch whereby Subscriber shah 17 Subscriber of Auto providing Arch with not loss than tarry (30) days written nod* make payments in equal amounts, over the Purchase Period (Tine Purchase Devkas In the case M a Time °agog Automatic PaY Devices shall pay the Outstanding Purchase Price due thereon prior o can - Purchase Purchase Device, m the event of early termination prior to the expiration of the Purchase Period, Subscriber of appropriate balances th their checking accoSubscribers unts and credit Automatic ova tabare g(ty in credit card accouns, Including, shall, among other things, pay the outstanding balance (theheexpiration Bel a responsible for the maintenance "Outstanding ante") due thereon, without limitation, the valid con -expiration of their credo cards. ARCH, IN ITS SOLE DISCRETION AND WITH. Merotensnce and Protection: Subscribers using Leased Devices may elect o purchase loss Protection Dt1T PRIOR NOTICE TO SUBSCRIBER RESERVES THE RIGHT TO CHARGE ANY AMOUNTS DUE (`Protection. Subscribers using Purchased Devices may elect to purchase maintenance mtectlon .HEREIN BYSUBSCRIBEIj AGAINST SUBSCRIBER'S CREDIT CARD AND/OR CHECKING ACC ('Maintenance,) and, under certain circumstances, if available, Subscribers using Purchased Devices m elect ACCEPTING SERVICE, SUBSCRIBER HEREBY AUTHORIZES ARCH TO MAKE SUCH CHARGES t° purchase maintenance and less protection ("Coveregisl Subscriber shag be may AGAINST SUBSCRIBER'S CREDIT CARD AND/OR CHECKING ACCOUNT deductibles (the'Deductibte'�; as in effect from time o time, on Maintenance, Protection and/or Coverage lectively, 'Care"). In the case of two-way Devices, Subscriber shall be responsibleraga fees Credit a it bureaus, Subscriber consents r Arch's disclosure of credit information o consumer reporting agen- (the `Swap Fees% which shall be chargedtime a wyDevice the exchanged swap fees des, credo hunches, or private credo reporting associations. Subscriber warrants that ag information furnished Care may not be available on all Devices.,Consult Arch or the applicability Care for the Leased D vi Arch. to Arch was, y he time of application for credo end delivery of the Device. true and coned. and acknowledges the Purchased and or applicable Deductibles and details relating to the Care program, eased and any inaccuracy shall erCida Arch to suspend! Service and Subscriber shah a Provided herein, and in acxordance with Subscribers a Pia Swap as es, in Charges through the date thereof and any disconnection and/or remrmect responsible or Payment of the all case of (i) Protection, 'ef the Leased Devices (a) malfunctioning. � a qp�3Wp in the Account. Disconnect Fee, plus In the case of the (1) Leased Devices, Subscriber shall retu the Device Arch. Device or perform repairs thereto and (b) lost stolen or damaged be Option,�� the Leased (i0 O I'aY Dew cis, Subscriber shall make payment of the Outsondirng Purchase Price end (e� Time shall provide Subscriber with a reg Pond commercially reasonable repair. Arch Purchase Devices, Subscriber shall make payment of the Outstanding Balance. placement tossed Device. (ii) Maintenance D Arch's sole obligation, at Its MlsoaCerheous: Subscriber warrants that the option, is to replace. (perform minor �t shall, at malfunctioningtn Purchased Device and (III) Coverage, it the Agreement constitutes the entire Purchased Device is (a) malfunctions ,person entering lino the Agreement s authorized to do sa This repairs thereto and option, replace the Purchased Device ar aexeap in between the parties signed by an Super � ep esenagree oe a _ part)t (bacem stolen h damaged beyond commercially reasonable °^^ or oat and may not be-amerhded except in writirh and si nod Subscriber with a replacement Purchased Device. Arch shall not provide services under the Care program provide Subscriber mat not assign this Agreement without ,arch's prior written representative of each PerA unless ping and h n Rags all Deductibles and applicable Swap Fees, program between tha taints stater] herein and a R canaent. In tha event d any conMct for shipping ng and handling, (lv) if applicable, furnishes an affidavit of loss a onttnsatisfactory ts, (Irch II) yrs stated herein any controversy or claim arising oluiDif e , t e terms o this Special Ofk+r shag supersede the terms exhausts all remedies under manufacturers warranty, it any. Care shall to void H the Device r dame () be resolved by arbitration administered by J.A-M.SJEnc ispute in Boston, Massachus Its in ccordance wilt its misuse, tampering or repairs or modifications not authorized re Arch. Subscriber shell a damaged due to commercial arbib9fiah rules and judgment on The award rendered thhe costs associated with batteries and the DeviceC'a housing, clip and battery cover, whether or not responsible for all having jursdicton thereof. Each arbitration pursuant o this Agree rent shag be limited o anarbitrator may be eaction b tcourt weeenn Purchased Protection. Maintenance and/or Coverage. Arch Is under no obligation to repel/, or rstumr hits Cho the parties o this Agreement. There shall be no consolidation or class action of original Device. Arch reserves the right at its sole discretion, (0 not to offer Care to Subscriber ar(reftim the . — parties to this Agreement with any arblbation action involving note Subscribers Care upon not less than five (5) days notice, any arbitration or other action between Arch and arty other person. The parties the terminated provided Arch shag issue a pro rota credit for - law r tt he Commonwee Commonwealth °f Massachusery trial. lns shall govam thiswaives n� � claims for attorneys, fees. The of this Agreement penod. Arch shall not however, issue any credit for any portion d Care in the event that the term expires or terminates poor to the Care period. Care is void for nvalld or unenforceable hY any arbitrator or any appeals court of tom any provision hereof s held to be er person, any Devroe,prevrdedto anoth• ..,decision thereof, such holding shall not invalidate or render unenforceable jurisdictionany Other after the anbof this Repair Deliveryo/Devrce: Unksss the Agreement. To be elective, any notice must be served �xceable any °char Provision a this tha Device us n Recites have made ahemate return arrangements, Subscr ter shag return delivery service that provides receipt and ev dance of dellw registered or cartlad U.S. mail or by any regular g packaging with ample Redd ng to prevent damage in transit and shall prepay ag shipping costs, after the date of registration or certification with the U.S. m Non es its of deemed delivered � do ((2) any IT the returned Dew to s missing parts or js na en the condition R sues provided taSubscriber, ordinary wear and other method. Notices sent to Arch should be sent to P.O. Box }59005, I v ng, TX actual delivery Attn: served: TNC2002 tear excepted Subscriber shoo be responsible for the Lost o1 the miasirig peits.or for met of returning the' This Agreement shag not be effective or bintling until (a) executed by An:h (b) Arch's 016-9 05 of ttn: TN or c Device o its original condition. by tha transmittal of an iraroice. ( ) EXHi81TPAGE ©2002 Arch Wireless Operating Company, Inc, All rights reserved.