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HomeMy Public PortalAboutAT&T CAPITAL SVCS - E-911 EQUIPMENT AT&T Capital Services,Inc. Direct (404)820-6640 Grady Morgan Fax: (770)360-4856 2180 Lake Blvd Suite 8D29 Email: om0463CSatt.corn Atlanta,GA 30319 March 18, 2014 City of Tybee Island 403 Butler Ave Opportunity#: 1-44465117 Tybee Island, GA 31328 AT&T Capital Services, Inc. is pleased to provide the following proposal for the lease of Equipment, Services and/or Maintenance as submitted to us. AT&T Capital Services, Inc. provides customer financing for various products. Our understanding of communication products and markets allows us to offer payment options at competitive rates and to accommodate your needs over the life of the financing arrangement. Eauipment/Services Description: Intrado Viper E911 Equipment Payment Terms: Monthly Payments In Arrears Finance Proposal Costs Description One-Time Cost Proposal Type Payment Term Rate Payment T Bill Initial Factor Rate Option Ilntrado E911 Equipment 1 $134,552.001Muni/$1 Finance' 60 Months I 0.01889 I $2,541.691 1.53 1 1 I Combined Cost and Payment' $134,552.001 I $2,541.691 Price assumptions are based on the Lease Commencement date: August 1,2014 Taxes, Shipping Pricing above excludes all applicable taxes and shipping charges, unless noted. Insurance is the &Insurance responsibility of the Lessee. Lessee shall be responsible to pay those taxes and fees described in the lease. Payments& The lease rates are indexed to like-term US Treasury Bills for the week of: March 17,2014 Indexing Any increase or decrease in the corresponding US Treasury Bills will cause the lease rate factor to be adjusted point for point at the time of lease commencement. Convert to Lessee's failure to execute an Equipment Acceptance relative to this lease within ninety(90)days of the Cash Sale Lessee's first functional use of the system will result in this lease converting to a cash sale. Progress The above lease rates do not include any additional interest expense for progress payments which are Payments required by AT&T Capital Services, Inc.on all transactions with installations exceeding 60 days. Progress payments will be financed through AT&T Capital Services, Inc. at Prime Rate plus 2%at time of funding. Expiration This offer expires 30 days from the date of this proposal. If,for any reason,we fail to consummate a Date mutually satisfactory agreement by this date,we reserve the right to withdraw this offer and/or modify its terms. UCC's Lessee hereby grants to Lessor permission to file any and all UCC Financing Statements,which in Lessor's discretion are necessary or proper to secure Lessor's interest in the Equipment and/or Services in all applicable jurisdictions. Credit This proposal is subject to final investment committee approval and mutually acceptable documentation. Approval Upon Lessee's acceptance of this lease proposal,AT&T Capital Services, Inc.will require a copy of Lessee's latest audited Financial Statements**. Credit approval is not final until AT&T Capital Services. Inc. has reviewed these statements and approved the credit. **Financial Statements Required:Auditor's Report,Balance Sheet,Income Statement,Cash Flow Statement and Accompanying Notes that apply to the above described Financial Statements. Notes Please provide a copy of the last(2)years of audited customer financials for final AT&T Capital Services, Inc. credit approval. Lessee and AT&T Capital Services, Inc.agree that the contents of this letter are confidential and are provided solely for the purposes described herein. The contents of this letter may not be delivered,displayed or otherwise disclosed to any third party without AT&T Capital Services, Inc.'s prior written consent. City of Tybee Island 403 Butler Ave Opportunity#: 1-44465117 Tybee Island,GA 31328 Please initial desired option(s)above and return the signed proposal letter to me via fax at 770-360-4856 or email to gm0463 @att.com. Upon formal credit approval, our Contract Administration Department will forward our agreement to you. If you should have any questions, please do not hesitate to contact me at 404-829-6640. A signed AT&T equipment/services contract is required before order can be processed. Sincerely, Lessee Acceptance: Grad y Morga w Name: Title: Grady Morgan Date: Title at&t Special Service Arrangement Agreement Case Number GA14-0863-00 This Special Service Arrangement(SSA)Agreement("Agreement")is by and between BellSouth Telecommunications,LLC d/b/a AT&T Georgia,("Company")and Tybee Island City of("Customer"),and is entered into pursuant to Tariff Section A5 of the General Subscriber Services. 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. 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 Georgia. 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. Page 1 of 11 AT&T and Customer Confidential Information at&t Special Service Arrangement Agreement Case Number GA14-0863-00 Company BellSouth Telecommunications,LLC d/b/a AT&T Georgia Assistant Vice President 2180 Lake Blvd.,7th Floor Atlanta,GA 30319 Customer Tybee Island City of 78 Van Horne Dr Tybee Island, GA 31328- 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 in 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. 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 Page 2 of 11 AT&T and Customer Confidential Information at Special Service Arrangement Agreement Case Number GA14-0863-00 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 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 customer's facilities are adequate for the site operations. Future operational changes or additional requirements may necessitate additional equipment which will be billable to the Customer. AT&T's Site Preparation Document provides customer with physical backroom space requirements for equipment cabinets. In addition,a site survey is performed before equipment is installed. 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. Maintenance may be provided via repair,replacement,or upgrade of defective equipment at Company's option. 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 to limitation of damages and remedies set forth above and as follows. Page 3 of 11 AT&T and Customer Confidential Information at&t Special Service Arrangement Agreement Case Number GA14-0863-00 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. 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 be 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 one and a half(1.5%) 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.A 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 Page 4 of 11 AT&T and Customer Confidential Information at&t Special Service Arrangement Agreement Case Number GA14-0863-00 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 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 5 of 11 AT&T and Customer Confidential Information atsit Special Service Arrangement Agreement Case Number GA14-0863-00 Option 1 of 1 Offer Expiration:This offer shall expire on: 6/30/2014. Estimated service interval following acceptance date: Negotiable weeks. Service description: This Special Service Arrangement provides a one-time charge for purchase and installation of Positron Public Safety Systems Corporation E911 Public Safety Answering Point(PSAP)equipment and software. The monthly rate for maintenance is also provided. This Agreement is for sixty(60)months. Upon mutual agreement of the parties,Customer may renew this Agreement to provide for an upgrade of the E911 equipment/service. An Upgrade is defined as a replacement of existing equipment to available newer technology at the time of the request. 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: Tybee Island City of By: Authorized Signature Printed Name: Title: Date: Company: BellSouth Telecommunications, LLC d/b/a AT&T Georgia By: Authorized Signature Printed Name: Title: Date: Page 6 of 11 AT&T and Customer Confidential Information at&t Special Service Arrangement Agreement Case Number GA14-0863-00 Option 1 of 1 RATES AND CHARGES Rate Elements Non-Recurring Monthly Rate USOC 1 Positron $46,015.00 $.00 Intrado Viper E911 System CPE& Software, Purchase 2 Positron $18,285.00 $.00 Intrado Power 911 Software, Purchase 3 Positron $2,383.00 $.00 Intrado Power MIS Software, Purchase 4 Positron $9,991.00 $.00 Intrado Power MAP Software, Purchase 5 Positron $22,327.00 $.00 Intrado Power IWS Hardware, Purchase 6 Positron $25,051.00 $.00 Installation Services 7 Positron $10,500.00 $.00 Training Delivery 8 Positron $.00 $100.00 Software Support/Mtce Page 7 of 11 AT&T and Customer Confidential Information at&t Special Service Arrangement Agreement Case Number GA14-0863-00 Option 1 of 1 - •TES AND CHARGES 9 Positron $.00 $313.00 intrado Software Evergreen Policy, Monthly 10 Positron $.00 $280.00 Hardware Mtce and Onsite Support 11 Positron $915.00 $.00 ITRR Eqt-Optional 12 Positron $1,949.00 $.00 UPS Workstation-Optional 13 Positron $4,464.00 $.00 UPS Viper-Optional 14 Positron $2,232.00 $.00 UPS Power 911 Server-Optional 15 Positron $5,842.00 $.00 e-Printer Hardware-Optional 16 Positron $1,220.00 $.00 ePrinter Software-Optional Page 8 of 11 AT&T and Customer Confidential Information at&t Special Service Arrangement Agreement Case Number GA14-0863-00 Option 1 of 1 RATES AND CHARGES 17 Positron $16,218.00 $.00 Optional Spares Kit Page 9 of 11 AT&T and Customer Confidential Information ate Special Service Arrangement Agreement Case Number GA14-0863-00 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. This Agreement does not cover the following: - damages caused by disasters such as fire,flood,wind,or earthquake. - damages caused by unauthorized disconnects or de-powering of the equipment. - damages caused by power surges,under voltage,over voltage,brownouts,or ground faults caused by commercial AC power and/or Customer provided generators. - damages caused by modifications to the equipment,unauthorized attachments,alterations,modification or relocation of the equipment by an unauthorized person. - damage during shipment other than original shipment to the Customer. - damage caused by consumables or spilled liquids,impact with other objects. - damage caused by any other abuse,misuse,mishandling,misapplication. - damage caused by software viruses,however introduced. This Agreement does not include hardware or software replacement that may be required by the introduction of software viruses or lost data regardless of the cause. Company or its supporting vendors may assist in the repair or recovery efforts at current time and materials rates. Except as provided in Note 4 below, in addition, in the case of damage, loss,theft or destruction of the equipment or software not due to ordinary wear and tear,the Customer shall be required to pay the expense incurred by the Company in connection with the replacement of the equipment damaged, lost, stolen or destroyed or the expense incurred in restoring it to its original condition. 4. Company will repair or replace equipment that is damaged by lightning strikes only if the Customer provides and maintains proper grounding and bonding of the equipment as specified in the E9-1-1--PSAP Site Requirements(a document separate from this Agreement). Where improper grounding is found Company will repair or replace the damaged equipment on a time and materials basis at the Customer's expense. 5. 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. 6. Customer acknowledges that software installation is limited to the applications sold under this or other AT&T agreements. 7. 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. 8. 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,parish,or municipal Page 10 of 11 AT&T and Customer Confidential Information at&t Special Service Arrangement Agreement Case Number GA14-0863-00 Option 1 of 1 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 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 11 of 11 AT&T and Customer Confidential Information Ark Optional Equipment 6 Spares Kits 912800 Gateway Shelf 1 912801 CAMA Interface Module 1 912802/1 Primary Application Server 1 912813 48V Power Supply&Shelf 1 912814 Admin Interface Module(AIM) 1 912816 Cisco 2960-S 24 port switch w/o Stacking Module 1 913850/S VIPER Enabling Kit-SONIC 1 Subtotal $ 16,128,1 The information contained in this document is proprietary to Intrado and is offered solely for the purpose of evaluation. Copyright 2014 Intrado CONFIDENTIAL Copy of Q79342A-ATC-Tybee Island GA-New Viper.xlsxoptions32114.xlsx-Configur