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HomeMy Public PortalAbout173-2013 - IT- Paralax- To install SIP lines @ Senior Centerga I I ax. FirstWe S 2000 US Highway 27 South Division of Richmond Power & Ught Phone: 765-962-3770 www.parallax.ws Richmond, IN 47374 Fax: 765-973-7286 MASTER SERVICE AGREEMENT 1 TERMS & CONDITIONS This Agreement is made by City of Richmond (Customer') and Parallax Systems ("Parallax Systems"). Parallax Systems and Customer agree to the following conditions concerning services provided by Parallax Systems to the Customer. TERMS Each Service Order Form governs the Term of the parties' agreement as to that Service Order. Upon expiration of a Service Term for a particular Service, the Service Term will automatically renew for successive one year terms unless terminated by either Customer upon written notice given at least 30 days prior to expiration of the then existing Service Term. Any Service Order shall be subject to the terms and conditions of this Agreement with payment terms and termination liability set forth under the individual Service Order(s) (specific to products or solutions sold). All Service Orders shall carry their own, independent contractual term. CHARGES Customer agrees to pay Parallax Systems monthly throughout the Term, on the date on which Parallax Systems notifies Customer that the Service is ready for use ("Service Commencement Date") and on the first day of each monthly (or other) billing period thereafter, a Service Charge at the rate or rates stated as "Recurring" for each Service set forth in Schedule(s) "A. The first Service Charge shall be prorated from the Service Commencement Date through the end of the calendar month in which the Service Commencement Date occurs. The charges designated "Install" and other charges are payable with the first Service Invoice. Except as otherwise agreed, Parallax Systems shall submit monthly invoices to Customer; and payment of all charges shall be due at the address shown on the invoice no later than 30 days after the postmark date of the invoice (`Due Date"). Any amounts not paid on or before the Due Date ("Delinquent Charges") may be subject to a late charge of 1.50% per month or, if in place, such generally applicable late payment rate as Parallax Systems may set pursuant to applicable regulatory requirements, whichever is higher ("Late Charge"). In addition to monthly charge(s), the Customer will pay charges that would be applicable to comparable services obtained from the incumbent local exchange carrier, federal, state or local use, excise, sales, or privilege taxes. Unless different treatment is required by applicable regulations, adjustments for billing errors will be limited to 90 days from the date the billing error is discovered. Parallax Systems shall not be responsible for telephone numbers published prior to confirmation that the number is installed and terminating properly or for wrong number calls made to Customer's toll -free numbers. All reasonable costs and expenses, including but not limited to attorney's fees, expenses, court costs and service charges, incurred by Parallax Systems in collecting payment will be an expense of and charged to the Customer. RESPONSIBILITY FOR EQUIPMENT SUPPLIED Equipment installed by Parallax Systems at Customer's premises, which is not purchased by Customer, shall at all times remain the sole property of Parallax Systems. Customer assumes all risk of loss and/or damage to such equipment from any cause other than failure due to normal wear and/or electronic failure caused through no fault of the Customer. Upon termination of service, Customer shall return provided equipment to the Companies' business office located at 2000 US Highway 27 South. At the Companies' discretion, Parallax Systems may choose to remove equipment at the Service location and the Customer authorizes Parallax Systems to recover the equipment from Service premises during reasonable hours. In the event Customer should refuse to return the equipment, or the same is lost, altered, destroyed, damaged or stolen, Customer shall pay Parallax Systems the reasonable replacement cost of the equipment, plus any costs incurred by Parallax Systems arising from the loss of or damage to the equipment. SERVICE SUSPENSION or TERMINATION Suspension or Termination of Services and/or Agreement by Parallax Systems. (1) Parallax Systems may suspend all Services associated with a delinquent account if Customer fails to cure by paying the associated outstanding balance in full within ten days following written notice by Parallax Systems. Parallax Systems also may suspend Services and terminate this Agreement if Customer following thirty days written notice (or shorter period if mandated by the governing authority or if necessary due to threat of imminent harm) fails to cure a (i) material breach of any provision of this Agreement or violation of any law, rule or regulation governing the Services; or (ii) any insolvency, bankruptcy assignment for the benefit of creditors, appointment of trustee or receiver or similar event with respect to Customer. (2) Parallax Systems may suspend and/or reroute Services without notice: (i) if necessary to protect Parallax Systems' Network from imminent harm and/or to protect the technical integrity of Parallax Systems' Network; (ii) if required by legal or regulatory authority or (iii) upon Customer's fraudulent or illegal use of the Services. Termination of Affected Services by Customer. If a Service Outage occurs on a Chronic Trouble Service within thirty days following the second Service Outage, Customer may terminate the Affected Service without termination liability, but Customer shall be responsible for charges accrued prior to the termination date, less any applicable Service Outage credits. Customer must provide Parallax Systems with written notice by no later than thirty days following the third Service Outage that it is terminating the Affected Service. Termination of Agreement by Customer. Customer may terminate this Agreement without termination liability if Parallax Systems fails to cure, following thirty days written notice: (i) its material breach of any provision of this Agreement or any law, rule or regulation governing the Services; or (ii) any insolvency, bankruptcy assignment for the benefit of creditors, appointment of trustee or receiver or similar event with respect to Parallax Systems. Payment through Disconnection Date. Customer is responsible for paying the MRCs through the date that the Services are disconnected by Parallax Systems. Parallax Systems has forty-five days to complete the disconnection of Services. TERMINATION FOR CONVENIENCE If Customer violates or breaches any term or condition contained in the (MSA) the customer will be held liable for the full term payout of any Parallax Systems product or service. Should the customer want to terminate any service with Parallax Systems they may do so at anytime by providing 30 days written notice of such termination. However, should the customer have contractual obligations that need to be fulfilled (defined as any contract on file CityMSA.doc —CONFIDENTIAL— Contract # 1.73-201.3 Page 1 of 6 with Parallax Systems that has not been paid in full covering the entire term) the customer will be responsible for the remaining balance prior to termination. SERVICE SUSPENSION FOR MAINTENANCE Parallax Systems may from time to time suspend service for routine maintenance or rearrangement for a short period of time. Whenever possible Parallax Systems will give Customer advance notification. Any Company liability resulting from a service suspension shall be determined in accordance with Limitation of Liability within this agreement. LIMITATION OF LIABILITY THE CUSTOMER EXPRESSLY AGREES THAT USE OF THE SERVICE IS AT CUSTOMER'S SOLE RISK. NEITHER PARALLAX SYSTEMS NOR ANY OF ITS PARENT COMPANIES, LICENSERS, EMPLOYEES OR AGENTS WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE AND NO WARRANTY IS MADE AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SERVICE. THE SERVICES ARE DISTRIBUTED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILTIY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION RESTRICTION, OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT. NEITHER PARALLAX SYSTEMS NOR ANYONE ELSE INVOLVED IN CREATING, PRODUCING OR DELIVERYING, THE SERVICE SHALL BE LIABLE FOR ANY DIRECT INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF USE OF THE SERVICE OR INABILITY TO USE THE SERVICE OR OUT OF ANY BREACH OF WARRANTY. Any Company liability to Customer for any damages of any kind under this agreement shall not exceed, in amount, a sum equivalent to the applicable out -of -service credit under the governing tariff and/or catalogiprice list. CLAIMS AND DISPUTES Dispute Information. Customer may dispute charges invoiced by Parallax Systems by completing and submitting a dispute via email to richc@RP-L.com or via telephone line at 1-765-973-7247. All claims must be submitted to Parallax Systems within 120 calendar days of the date of the invoice associated with the disputed charges, or the invoice shall be deemed correct and all rights to dispute such charges are waived. Investigation and Resolution. Parallax Systems will use commercially reasonable efforts to respond within thirty days to a billing dispute submitted by Customer. If the dispute is resolved in favor of Customer, Parallax Systems will apply a credit to Customer's account in the amount of the dispute. If the dispute is resolved in Parallax Systems' favor and Customer has withheld the disputed amount, Customer must pay the disputed amount within five (5) business days following notice of the resolution of the dispute plus interest at the lesser of one and one half percent per month or the maximum rate permitted by law from the Payment Date through the date that Customer pays the disputed amount. If the dispute is resolved in favor of Parallax Systems but Customer has timely paid the disputed amount, no interest will apply. GOVERNMENTAL REGULATION Services provided under this Agreement are subject to all applicable federal, state and local laws, and regulations, rulings, orders and other actions of governmental agencies including, but not limited to, the Communications Act of 1934, as amended. LIMITATION OF LIABILITY Except for the Customer's respective obligations set forth in under the "Confidentially" section herein, neither Customer is fable to the other for indirect, consequential, special, incidental, or punitive damages of any kind or nature whatsoever (including without limitation lost profits, lost revenues, lost savings, lost opportunity or harm to business), whether or not foreseeable, whether or not the Customer had or should have had any knowledge, actual or constructive, that such damages might be incurred, and regardless of the form of action, nature of the claim asserted or the frustration of either Customer's purpose. Indirect damages include, but are not limited to, damages of the kinds specified in the preceding sentence that are incurred by a third Customer and are asserted against a Customer (including attorneys' fees and expenses). Parallax Systems' liability to Customer for direct damages may not exceed one month's calculation of the applicable MRCs regardless of the form of action, nature of the claim asserted or the frustration of either Customer's purpose. Parallax Systems has no liability for the content of information that Customer passes through Parallax Systems' Network, Customer's transmission errors, or any failure to establish connections outside of the Parallax Systems Network. CONFIDENTIALITY Each Party may disclose confidential information to the other Party in connection with this Agreement. Confidential information includes information that is marked confidential or bears a marking of like import, or that the Party disclosing such information states is to be considered confidential and then confirms such confidentiality in writing within ten (10) days ("Confidential Information"). Confidential Information may only be used by the receiving Party in connection with its performance under this Agreement. Confidential Information may not be disclosed except to those officers, directors or employees of the receiving Party or its affiliates with a need to know or to consultants or subcontractors of the receiving party who agree to be bound by this section. If the receiving Party is legally compelled by any means (including deposition, interrogatory, request for documents, subpoena, civil investigative demand, etc.), or is required under federal securities laws or regulations to disclose Confidential Information, the receiving Party must make reasonable efforts to provide the disclosing Party with prompt notice of such legal requirement prior to disclosure so that the disclosing Party may seek a protective order or other appropriate remedy. If such protective order or other remedy is not obtained, receiving Party will (i) furnish only that portion of the Confidential Information that it is legally required to furnish and, (ii) at the request of the disclosing Party, use reasonable efforts to ensure that the Party compelling disclosure of the Confidential Information will preserve its confidentiality. Such reasonable efforts will be at the expense of disclosing Party. Confidential Information does not include information that: (i) is or becomes generally available to the public through no wrongful act of the receiving Party; or (ii) is independently developed by the receiving Party. Upon termination or expiration of this Agreement, the receiving Party will either return the Confidential Information to the disclosing Party or destroy it. The obligations of this provision will survive for five years after any termination or expiration of this Agreement. ASSIGNMENT Customer may not assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of Parallax Systems, which consent may not be unreasonably withheld or delayed. Notwithstanding the foregoing, Customer may assign this Agreement on written notice to Parallax Systems no less than sixty days prior to assignment, but without Parallax Systems' consent, if to a subsidiary, affiliate or successor in interest of the Customer's business ("Assignee") so long as Customer provides Parallax Systems with evidence satisfactory to Parallax Systems, in its reasonable discretion, that Assignee's financial condition and credit history is at least as favorable as Customers at the time of the proposed Assignment, Assignee agrees in a signed writing provided to Parallax Systems to be bound by the terms of this Agreement, and either: (i) Customer is not in breach of this Agreement at the time of assignment and has fully paid for all Services through the date of the assignment; or (ii) Assignee agrees in a writing that is CityMSA.doc **CONFIDENTIAL** Page 2 of 6 provided to Parallax Systems prior to the assignment to be bound by all past obligations of Customer and cures all of Customer's payment defaults prior to the assignment. If Customer purchases or merges with another entity that has an existing services agreement with Parallax Systems, the other entity's services will continue to be governed by its existing agreement unless otherwise agreed to in writing by Customer and Parallax Systems. Parallax Systems may assign this Agreement to a purchaser of either a controlling interest in its common stock or all or substantially all of its assets, to its parent company, or to a successor company resulting from an internal restructuring and upon assumption of Parallax Systems' obligations hereunder by such acquiring or successor party. Upon such assignment, Parallax Systems will have no further liability for any obligations arising after the date of such assignment. Parallax Systems also may designate its Local Entities that own and/or operate telecommunications facilities in various geographical areas to provide Services under this Agreement. Such Local Entities will perform the Services in accordance with, and subject to, the terms and conditions of this Agreement. If any of the Local Entities fail to perform the Services as required hereunder, Parallax Systems will remain responsible to Customer for such obligations in accordance with the terms of this Agreement. Parallax Systems will continue to invoice Customer for Services rendered, shall manage Service Order acceptance and Service delivery processes hereunder and may exercise and enforce other rights on behalf of such Local Entities. FORCE MAJEURE If Parallax Systems' performance of any obligation under this agreement is prevented, restricted or interfered with by causes including failure or malfunction of Customer -supplied equipment, acts of God, explosions, vandalism, cable cuts, storms, fires, flood or other catastrophes, power failure, national emergencies, insurrections, riots, wars, strike, lockouts, boycotts, work stoppages or other labor difficulties, or any law, order, regulation or other actions of any governmental authority, agency instrumentality, or of any civil or military authority, then Parallax Systems shall be excused from such performance on a day-to-day basis to the extent of such restriction or interference. Parallax Systems shall use reasonable efforts under the circumstances to avoid or remove such causes of nonperformance with reasonable dispatch. GENERAL PROVISIONS This agreement together with applicable tariff and/or the current catalog/price list, constitutes the entire understanding between Customer and Parallax Systems with respect to service provided herein and supersedes any prior agreements or understandings. To the extent that the provisions of this agreement are inconsistent with tariff, the terms of the tariff shall control. COMPLIANCE Customer agrees to comply with all applicable federal, state, and Iota[ laws, rules, and regulations in connection with its use of the Services. Customer agrees to adhere to Parallax Systems' Acceptable Use policy, as the same may be amended from time to time. TERMINATION OR DEFAULT If Customer violates or breaches any term or condition contained in this agreement, the Acceptable Use Policy or any policy adopted by Parallax Systems relating to the Services as in effect from time to time, if Customers use of the Services is causing damage to or degradation of Parallax Systems system, or in the event of the insolvency of Customer appointment of a receiver or trustee for Customer, execution by Customer of an arrangement for the benefit of creditors or similar proceeding or initiation by any Customer of any other proceeding involving Customer as debtor under the Bankruptcy Code, as amended, Parallax Systems shall, in addition to exercising any other right it has hereunder or under state law, immediately and automatically accelerate all sums due to Parallax Systems and/or terminate all Services to Customer and discontinue Parallax Systems' performance hereunder without liability to Customer. RECONNECTION FEE If Customer's Services are terminated due to breach or violation by Customer of any of the terms and conditions contained in this Agreement or any policy adopted by Parallax Systems relating to the Services, in the event Parallax Systems subsequently agrees to reconnect Services, the Customer agrees to pay a $125.00 reconnection fee. INDEMNIFICATION Each Customer ("Indemnitor") will defend, indemnify and hold harmless the other and its employees, officers, directors and partners (each, an "Indemnitee") from and against all third -Customer claims, actions, damages, liabilities, costs, fees and expenses, including without limitation reasonable attorneys' fees, for physical damage to tangible property or bodily injury arising from Indemnitor's negligence or willful misconduct in connection with the performance of this Agreement. Customer will defend, indemnify and hold Parallax Systems harmless from and against all third -Customer claims, actions, damages, liabilities, costs, fees and expenses, including without limitation reasonable attorneys' fees, arising from violation of any third Customer intellectual property right, claims of any kind by Customer's negligent, willful, improper or illegal use, misuse, abuse, modification, or resale of the Services. Parallax Systems will defend, indemnify and hold Customer harmless from and against a[[ third -Customer claims, actions, damages, liabilities, costs, fees and expenses, including without limitation reasonable attorneys' fees, arising from Parallax Systems' violation of any third - Customer intellectual property right due to the configuration of Parallax Systems' Network. GOVERNING LAW AND FORUM All rights and obligations of Parallax Systems and Customer with respect to the provision of Services shall be governed by and construed in accordance with the laws of the State of Indiana. All questions or controversies arising out of or in any way relating to any service contract, invoice, these Terms and Conditions or any other aspect of the relationship between Parallax Systems and Customer shall be submitted to the courts of the State of Indiana having subject matter jurisdiction, and the parties submit themselves to the personal jurisdiction of such District Court or Indiana court, as the case may be, and any service of a summons, process or other paper in connection with such proceedings may be made by giving notice as provided herein. Customer agrees to pay all costs of collection, including attorney's fees and expenses, incurred by Parallax Systems for the collection of any amounts due, at trial and any appellate level. The right to such attorney's fees and expenses shall be deemed to have accrued from the commencement of any such activities and shall be enforceable whether or not such action is filed or prosecuted to judgment. The rights and remedies herein are cumulative and not exclusive of other rights and remedies which may be granted or provided by law, and nothing herein contained shall be construed to preclude or in any way prohibit Parallax Systems from instituting and otherwise prosecuting to judgment a lawsuit in any court of competent jurisdiction to effect the collection of any sums due it or to enforce any right or remedy arising hereunder or otherwise. NOTICES AND FACSIMILE SIGNATURES A[I notices shall be in writing, sent by certified U.S. Mail, postage prepaid, return receipt requested, and if addressed to Parallax Systems, Address or if to Customer, to the address appearing on records of Parallax Systems or to such other address as either Customer may from time to time advise in writing. The delivery of any Customer to the other of a telecopy or facsimile signature to this Agreement or any notice hereunder shall have the same effect as the delivery of an original signature; provided, however, that the Customer thereafter shall promptly deliver an original signature page to the other (although any failure or delay in the delivery of an original signature shall not vitiate or impair the legally binding effect of a telecopy or facsimile signature). REFORMATION AND SEVERABILITY CityMSA.doc **CONFIDENTIAL** Page 3 of 6 If any term, covenant or condition of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, and the remainder of this Agreement, or the application of such term, covenant or condition to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant or condition of this Agreement shall be valid and be enforced to the fullest extent permitted by law. Any notice required under this Agreement must be in writing and be delivered to the receiving Party (i) in person, (ii) by certified mail with return receipt requested, or (Ili) by overnight courier to the addresses below. A notice is deemed given (i) when delivered, if personally delivered, (ii) at the time indicated on the return receipt, if delivered by certified mail, or (Ili) at the time the Party or its representative executes the delivery receipt, if delivered via courier. If to Parallax Systems: If to Customer: Company Parallax Systems Address 2000 US Highway 27 South City, State, Zi Code Richmond, IN 47374 Attention Rich Cod Company City of Richmond Address 50 North 5 Street City, State, Zip Code Richmond, IN 47374 Attention Jeff Norris SEVERABILITY If any provision of this Agreement is declared or held invalid, illegal or unenforceable, this Agreement will be revised only to the extent necessary to make such provision(s) legal and enforceable, or if impossible, the unaffected portions of this Agreement shall remain in full force and effect so long as the Agreement remains consistent with the Parties' original intent. SURVIVAL The terms and conditions of this Agreement will survive the expiration or other termination of this Agreement to the fullest extent necessary for their enforcement and for the realization of the benefit thereof by the Party in whose favor they operate. REPRESENTATION AND WARRANTY OF CUSTOMER Each Customer represents and warrants that it is fully authorized to enter into this Agreement. Parallax Systems represents and warrants that the Services will be performed by qualified and trained personnel. Parallax Systems does not guarantee, represent or warrant that the Service(s) will be without interruption. Parallax Systems MAKES NO OTHER WARRANTIES, REPRESENTATIONS OR AGREEMENTS, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, AND DISCLAIMS ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR OR ORDINARY PURPOSE. USE OF CUSTOMER INFORMATION From time to time Parallax Systems is able to provide the Customer with product marketing or education information based on existing or presumed use of one or more Company services. This information is called Customer Proprietary Network Information or CPNI. Parallax Systems may use CPNI to advise the Customer on utilizing existing or new related products. Parallax Systems does not sell or provide this information to any third parties, other than the E911 records required by law if you are a telephone customer. Customer has a right to restrict Company's access to CPNI. if you choose to opt -out of Parallax Systems' use of CPNI, please contact our business office to be placed on a list where we will not use your CPNI. Further, the Customer hereby gives Company permission to contact them at the phone number listed in the service agreement about future services that Parallax Systems will be offering that may be of interest to customer. ENTIRE AGREEMENT These Terms and Conditions contain the entire agreement and understanding concerning the Services and supersede all prior negotiations and all other agreements, whether electronic, written or oral. These Terms and Conditions and the Acceptable Use Policy may be modified at any time hereafter by Parallax Systems. Parallax Systems will notify you of any such changes by posting a notice of such changes at www.Parallax Systems.ws or by notice via e-mail or postal mail. Customer's continued use of Services following such notice constitutes acceptance of all of such changes. A printed or electronic version of these Terms and Conditions and of any notice given in electronic form shall be admissible in judicial or administrative hearings based upon or relating to these Terms and Conditions to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. PHONE SPECIFIC TERMS AND CONDITIONS DIRECTORY LISTING Customer's name, address, phone number and any other information listed on this Agreement is certified as correct by the Customer, and it is understood and agreed the Customer's white page directory listing will appear using that information. It is Customer's sole responsibility to inform Parallax Systems in writing of any change in the information, including telephone number and address, at least 90 days prior to the local telephone directory issue date, which will be provided to the Customer upon request. Parallax Systems assumes no liability whatsoever for errors in the listing and Customer releases Parallax Systems from any damages for any error in the directory listing. 911ISERVICE ADDRESS It is the sole responsibility of the Customer to notify Parallax Systems if your 911 address is not to be one and the same as your Service Address portion of your records. Verification of this address will ensure emergency personnel are directed to the correct location when dispatched. MINIMUM SYSTEM REQUIREMENTS AND WIRING CityMSA.doc **CONFIDENTIAL— Page 4 of 6 Customer acknowledges that any system must meet minimum system requirements in order to access the services. Customer also agrees and acknowledges that certain inside wiring and/or equipment may be necessary in order to complete installation for the Services. Any fees for such wiring and/or equipment will be billed to the Customer based on the prevailing hourly rate for Parallax Systems technicians and the cost of such equipment. CUSTOMER EQUIPMENT Parallax Systems is not responsible for any telephone system, computer or network malfunctions and/or damage to the Customer's hardware or software (specific to systems that Parallax Systems didn't sell, provision, or install. All Parallax Systems systems are covered by the Parallax Systems Warranty Program but are subject to the customer signing up for the program. If any of Customer's equipment requires modification or reprogramming to make it compatible with Parallax Systems provided service, Parallax Systems shall not be liable for any applicable costs associated with modification or reprogramming charges (unless specified in writing under the Project Scope of Work). PORTING OF TELEPHONE NUMBERS It shall be the sole responsibility of the Customer to provide Parallax Systems with all telephone numbers that the Customer wants ported from their existing telecommunications carrier to Parallax Systems. Customer agrees that Parallax Systems shall not have any liability to Customer or any other person or entity and disclaims any such liability for telephone numbers that are not ported over to Parallax Systems and which are subsequently disconnected by the Customer's previous carrier. CUSTOMER OBLIGATIONS TO TERMINATE SERVCES WITH EXISTING CARRIER It shall be the sole responsibility of the Customer to terminate any services with the Customer's existing and/or previous telecommunications carrier. In no event shall Parallax Systems have any obligation to terminate such services on behalf of the Customer and Customer agrees that Parallax Systems shall have no liability to Customer or any other person or entity as a result of such services not being terminated and for any charges incurred for continued or overlapping billing periods for any services from the Customers existing and/or previous carriers. INTERNET SPECIFIC TERMS AND CONDITIONS SERVICES Parallax Systems will provide, and Customer will purchase Internet access on the terms and conditions set forth in this Agreement. The Customer will be responsible for obtaining any equipment needed to access, connect to, or use the Services, at its cost and expense, and for insuring that equipment is compatible with the Services. NETWORK AVAILABILTITY Based on network availability, Internet access service is a "best efforts" service, which can provide Upstream and Downstream speeds selected by the Customer. The actual speed experienced by the Customer may vary and depend on several factors not limited to, but including, Customer location, the destination on Internet, traffic on Internet, other factors not controllable by Parallax Systems. No minimum level of speed is guaranteed without a specific service agreement. EQUIPMENT NETWORK ADDRESS In order to use the services, Parallax Systems will provide to the Customer a non -portable TCPIIP network address(es). Any pre-existing Customer network address(es), because of the Companies' network configuration may not be routable on the Companies' network. MINIMUM SYSTEM REQUIREMENTS AND WIRING Customer acknowledges that any computer must meet minimum system requirements in order to access the services. Customer also agrees and acknowledges that certain inside wiring and/or equipment may be necessary in order to complete installation for the Services. Any fees for such wiring and/or equipment will be billed to the Customer based on the prevailing hourly rate of $150.00 per hour for Parallax Systems technicians and the cost of such equipment. ALLOWED USE Parallax Systems is providing Internet access service on a retail basis to the Customer. The Customer agrees to utilize the service exclusively and not to provide access to third parties either through "sharing" or "Resale" unless with advance written approval from Parallax Systems. The sharing of passwords or accounts is strictly prohibited. Web page HOSTING and CACHEING are services prohibited with your retail Internet access service. Any evidence of the services prohibited within this agreement would be a breach of this agreement and immediate termination of the Internet access connection without prior notice would occur upon determination of these services being offered. SECURITY Customer is solely responsible for the security of any device Customer chooses to connect to the Services, including any data stored on that device. Parallax Systems recommends against enabling file or printer sharing of any nature whatsoever. Parallax Systems recommends that any files or services Customer chooses to make available for remote access be protected with a password or other security device. Parallax Systems recommends that Customer install a firewall to ensure the privacy of Customer's communications and to protect its data and network. Customer expressly assumes any and all risks relating to the security of its communications, data and network and its potential access by others. Parallax Systems does insure that all customer records and information collected throughout the sale process or during the client relationship with Parallax Systems will be protected and secured. ABUSE Any attempt by Customer or anyone using the services to undermine or cause harm to a server, network or customer of Parallax Systems is strictly prohibited. Parallax Systems will immediately respond to any use, or attempted use, of an Internet account or computer without the owner's authorization. Such attempts include, but are not limited to, "Internet scamming", phishing, password robbery, and security hole scanning, denial of service attacks and network broadcasting. Any unauthorized use of accounts or computers by Customer, or any person accessing Parallax Systems' networks and systems using Customers account, whether or not the attacked account or computer belongs to Parallax Systems will result in action against the offender. Possible actions include warnings, account suspension or revocation, and civil legal action, or referral to appropriate law enforcement agencies depending on the seriousness of the offense. EXECUTION The parties hereby execute and authorize this Agreement as of the last date written below. Additionally, by signing this Master Service Agreement you are verifying that you understand the terms and conditions of services that will be provided and detailed in subsequent Service Order(s). All Service Order(s) will reference the terms and conditions set herein. CityMSA.doc **CONFIDENTIAL** Page 5 of 6 Parallax Systems By: Name: Title: Date: City of Richmond Name: Vicki Robinson Title: President, —Board of Works Date: By: on, Ilembe By: VIO Anthony L. oster, II Member Date.: h3 Approved: �eA4/74 Sarah L. Hutton, Mayor Date: 073 � CityMSA.doc **CONFIDENTIAL** Page 6 of 6 FirstMile SERVICE ORDER FORM �''� - SYS MS op anew view m communications a�ox xcxxox0 �9�x F ioxT SERVICE ORDER OVERVIEW I he Service Urder Form outlines the products and services that the Client is purchasing tro arallax systems and Is subject to the terms and conditions spelled out in the Master Service Agreement (MSA) and subject the termination section of each Service Order Form. Every Service Order shall carry its own term and is subject to the t ms and conditions language of the MSA. TERMINATION If Customer 'olates or breaches any term or condition contained in the (MSA) a customer will be held liable for the full term payout of any allax Systems product or service. Should the customer wZermination. t to terminate any service with Parallax Systems they may do so at rlytime by providing 30 days written notice of such However, should the customer have contractual obligation hat need to be fulfilled (defined as any contract file with Parallax Systems that has not been paid in full covering the entire ter the customer will be responsible forthe r aining balance prior to termination. Services, Term $l Pricing General Information: Install New or Order Date: 12/9/13 Date: TBD Te : 36 Months Renewal: New Customer Information: Company Name: Parallax Syste s Company Address Line 1: 000 U5 High 7 5 th Company Address Line 2-. City: Richmo State: 11 Zip: 47374 Contact Name: Rich Cody Contact Phone: 765-s73-7247 Contact Email: Service Components: Monthly Recurring Installation Services City Each Extended Each Extended Decription #1 Conc Trent Calls 24 $30.00 $720.00\month $0.00 Decription #2 BT $0.00 $0.00 $0.00 Description #3 T II -Free $0.00 $0.00 $0.00 Description #4 DID 100 $1.20 $120.00 Description #5 Total — NRC Charg $0.00 Total — MRC Cha es: $840.00 Deposit Recei ed N/A By: inch Cody By signing bel you understand the service(s) set forth herein and agree to the terms and conditions of the MSA (as previously signed). Accepted y City of Richmond Date: Vicki Robinson President I Signature- x I I I Printed Title: Accepted by Pa S Wms Date: J J Signature Prinjlbd Title ScheduIe 1 Important Information RegardingVoIP First Mile is, for purposes of 49 CFR Part 9, an Interconnected Voice over Internet Protocol ("VoIP") service provider. First Mile's Service enables real-time, two-way voice communications, requires a broadband connection from the Customer's location, requires use of First Mile's Equipment, and permits the Customer to receive calls that originate on the public switched telephone network and to terminate calls to the public switched telephone network. Using traditional technology such as landline and wireless phones, many calls placed to 911 will convey voice communication as well as data communication. That is, in addition to the voice communication between the 911 caller and the 911 operator, data is communicated to the public safety answering point where the 911 operator answers the 911 call. Typically, the data includes the actual physical location of the 911 caller, as well as the phone number from which the 911 caller is calling. This feature is known as Enhanced 911, or E911, and requires some way of determining the actual physical location of the 911 caller. For wireline E911, the actual physical location can be automatically determined by consulting an electronic database. For wireless E911, the actual physical location is determined by determining the origination of a call by wireless technology. Because VoIP technology conveys voice and data transmission differently from traditional landline and wireless technology, the 911 operator would not be able to determine the location of the 911 caller without additional services provided by First Mile and other VoIP providers. By entering the Agreement, you agree to submit to us the physical location at which you will utilize our Services (the "Registered Location"). By providing us that information, should you use our Services to place a 911 call, your telephone number and Registered Location will be sent to the applicable public safety answering point serving your Registered Location. In the event your physical location changes, you must notify us. If you change your physical location and fail to notify us, your Registered Location will be sent to a public safety answering point near your old physical location. In addition, you may not be able to call 911 in the event of a broadband connection failure or loss of electrical power, or if the Agreement is terminated.. By signing below, y u acknowledge having received and understood the information set forth herein. Signature: Printed' Vicki Rnh i n on Title: President Registered Location: (Number and Street) (City, State, ZIP) f�% `J -? 4—