HomeMy Public PortalAboutORD14583 BILL NO. 2009-66
SPONSORED BY COUNCILMAN Klindt
ORDINANCE NO. ' I
AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AUTHORIZING THE
MAYOR AND CITY CLERK TO EXECUTE A LAND LEASE AGREEMENT WITH AT&T
FOR SPACE AT FIRE STATION ONE.
BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS
FOLLOWS:
Section 1. The Mayor and City Clerk are hereby authorized to execute a Land
Lease Agreement with AT&T for space at Fire Station One.
Section 2. The lease shall be substantially the same in form and content as
Exhibit A attached hereto.
Section 3. This Ordinance shall be in full force and effect from and after the date
of its passage and approval.
t
Passed: !, yj� "l Approve • 5^ "& h�
P dsiding Officer Mayor
ATTEST: APPROVED AS TO FORM:
`City Cle&k City Counselor
Drafter's Note: Deleted text is shown thus. Inserted text is shown thus
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CITY OF JEFFERSON
FOR
SOFTWARE UPGRADE
THIS AGREEMENT made and entered this I)d' day of 2009,by and between the City of Jefferson, a
Municipal Corporation,hereinafter referred to as"City,"and AT&T.,hereinafter referred to as"Contractor."
WHEREAS,the City is desirous of the power RMS.
WHEREAS,Contractor is willing to enter into this Agreement with respect to the services upon the terms and
conditions herein set forth.
NOW,THEREFORE,be it agreed as follows:
1. Scone of Services.
Purchase and installation of software upgrades, Power RMS,as more specifically set out in the invitation for
Proposals,Proposal No.2420, Software Upgrades and made a part of this agreement.
2. Manner and Time for Completion.
Contractor agrees with the City to furnish all supervision,labor,tools, equipment, materials and supplies
necessary to perform,and to perform, said work at Contractor's own expense in accordance with the contract
documents and any applicable City ordinances and state and federal laws, within sixty(60)working days from
the date Contractor is ordered to proceed,which order shall be issued by the Chief of Police of Jefferson City
within ten(10)days after the date of this contract.
3. Prevailing Wages.
To the extent that the work performed by Contractor is subject to prevailing wage law,Contractor shall pay a
wage of no less than the "prevailing hourly rate of wages"for work of a similar character in this locality, as
established by Department of Labor and Industrial Relations of the State of Missouri,and as established by the
Federal Employment Standards of the Department of Labor. Contractor acknowledges that Contractor knows
the prevailing hourly rate of wages for this project because Contractor has obtained the prevailing hourly rate of
wages from the contents of Annual Wage Order No.15, Section 026,Cole County rates as set forth. The
Contractor further agrees that Contractor will keep an accurate record showing the names and occupations of all
workmen employed in connection with the work to be performed under the terms of this contract. The record
shall show the actual wages paid to the workmen in connection with the work to be performed under the terms
of this contract. A copy of the record shall be delivered to the Fiscal Affairs Supervisor of the Jefferson City
Finance Department each week. In accordance with Section 290.250,RSMo,Contractor shall forfeit to the City
Ten Dollars($10.00)for each workman employed,for each calendar day or portion thereof that the workman is
paid less than the stipulated rates for any work done under this contract,by the Contractor or any subcontractor
under the Contractor.
4. Insurance.
Contractor shall procure and maintain at its own expense during the life of this contract:
A. Workmen's Compensation Insurance for all of its employees to be engaged in work under this
contract.
B. Contractor's Public Liability Insurance in an amount not less than$2,000,000 for all claims
arising out of a single occurrence and$300,000 for any one person in a single accident or
occurrence,except for those claims governed by the provisions of the Missouri Workmen's
Compensation Law,Chapter 287,RSMo,and Contractor's Property Damage Insurance in an
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amount not less than$2,000,000 for all claims arising out of a single accident or occurrence
and$300,000 for any one person in a single accident or occurrence.
C. Automobile Liability Insurance in an amount not less than$2,000,000 for all claims arising out
of a single accident or occurrence and$300,000 for any one person in a single accident or
occurrence.
D. Owner's Protective Liability Insurance. The Contractor shall also obtain at its own expense and
deliver to the City an Owner's Protective Liability Insurance Policy naming the City and the
City as the insured, in an amount not less than$2,000,000 for all claims arising out of a single
accident or occurrence and$300,000 for any one person in a single accident or occurrence,
except for those claims governed by the provisions of the Missouri Workmen's Compensation
Law,Chapter 287, RSMo. No policy will be accepted which excludes liability for damage to
underground structures or by reason of blasting, explosion or collapse.
E. Subcontracts. In case any or all of this work is sublet,the Contractor shall require the
Subcontractor to procure and maintain all insurance required in Subparagraphs(a), (b), and (c)
hereof and in like amounts.
F. Scope of Insurance and Special Hazard. The insurance required under Sub-paragraphs(b)and
(c)hereof shall provide adequate protection for Contractor and its subcontractors,respectively,
against damage claims which may arise from operations under this contract,whether such
operations be by the insured or by anyone directly or indirectly employed by it,and also against
any special hazards which may be encountered in the performance of this contract.
NOTE: Paragraph(f)is construed to require the procurement of Contractor's protective insurance(or
contingent public liability and contingent property damage policies)by a general contractor whose subcontractor
has employees working on the project,unless the general public liability and property damage policy(or rider
attached thereto)of the general contractor provides adequate protection against claims arising from operations
by anyone directly or indirectly employed by Contractor.
5. Contractor's Responsibility for Subcontractors.
It is further agreed that Contractor shall be as fully responsible to the City for the acts and omissions of its
subcontractors,and of persons either directly or indirectly employed by them,as Contractor is for the acts and
omissions of persons it directly employs. Contractor shall cause appropriate provisions to be inserted in all
subcontracts relating to this work,to bind all subcontractors to Contractor by all the terms herein set forth,
insofar as applicable to the work of subcontractors and to give Contractor the same power regarding termination
of any subcontract as the City may exercise over Contractor under any provisions of this contract. Nothing
contained in this contract shall create any contractual relations between any subcontractor and the City or
between any subcontractors.
6. Liquidated Damages.
The City may deduct One Hundred Dollars($100.00)from any amount otherwise due under this contract for
every day Contractor fails or refuses to prosecute the work,or any separable part thereof,with such diligence as
will insure the completion by the time above specified, or any extension thereof,or fails to complete the work by
such time, as long as the City does not terminate the right of Contractor to proceed. It is further provided that
Contractor shall not be charged with liquidated damages because of delays in the completion of the work due to
unforeseeable causes beyond Contractor's control and without fault or negligence on Contractor's part or the part
of its agents.
7. Termination.
The City reserves the right to terminate this contract by giving at least five(5)days prior written notice to
Contractor,without prejudice to any other rights or remedies of the City should Contractor be adjudged a
bankrupt,or if Contractor should make a general assignment for the benefit of its creditors,or if a receiver
should be appointed for Contractor or for any of its property,or if Contractor should persistently or repeatedly
refuse or fail to supply enough properly skilled workmen or proper material,or if Contractor should refuse or
fail to make prompt payment to any person supplying labor or materials for the work under the contract,or
persistently disregard instructions of the City or fail to observe or perform any provisions of the contract.
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8. City's Right to Proceed.
In the event this contract is terminated pursuant to Paragraph 7,then the City may take over the work and
prosecute the same to completion,by contract or otherwise,and Contractor and its sureties shall be liable to the
City for any costs over the amount of this contract thereby occasioned by the City. In any such case,the City
may take possession of, and utilize in completing the work such materials, appliances and structures as may be
on the work site and are necessary for completion of the work. The foregoing provisions are in addition to,and
not in limitation of,the rights of the City under any other provisions of the contract,city ordinances,and state
and federal laws.
9. Indemnity.
To the fullest extent permitted by law,the Contractor will indemnify and hold harmless the City, its elected
and appointed officials, employees, and agents from and against any and all claims, damages, losses, and
expenses including attomeys'fees arising out of or resulting from the performance of the work, provided
that any such claim,damage, loss or expense(1)is attributable to bodily injury, sickness, disease, or death,
or to injury to or destruction of tangible property(other than the Work itself) including the loss of use
resulting therefrom and(2) is caused in whole or in part by any negligent act or omission of contractor, any
subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them
may be liable,regardless of whether or not it is caused in part by a party indemnified hereunder. Such
obligation shall not be construed to negate,abridge, or otherwise reduce any other right or obligation of
indemnity which would otherwise exist as to any party or person described in this Paragraph.
10. Payment for Labor and Materials.
Contractor agrees and binds itself to pay for all labor done,and for all the materials used in the construction of
the work to be completed pursuant to this contract. Contractor shall furnish to the City a bond to insure the
payment of all materials and labor used in the performance of this contract.
I1. implies.
The Contractor is hereby authorized and directed to utilize the City's sales tax exemption in the purchase of
goods and materials for the project as set out in Section 144.062 RSMo 1994 as amended. Contractor shall keep
and maintain records and invoices of all such purchases which shall be submitted to the City.
12. Confidentiality.
The Contractor agrees that all information obtained or gained by the contractor as a result of the contractors
performance under this contract shall be confidential and that no reports, documentation or material prepared as
required by the contract shall be released to the public without the prior written consent of the City.
13. Coordination&Security.
The contractor shall fully coordinate all contract activities with those activities of the City and its agencies. Due
to security requirements,the contractor shall furnish identifying information for all individuals performing work
under this agreement and/or entering the buildings. Affected individuals include any personnel and/or
subcontractors who have access to the agency building during the course of performing the work and or services.
Background checks will be required and approval of on-site employees must be completed prior to work.
Contractor's employees shall present proper identification(which shall include a picture), prior to work.
14. Payment.
The City hereby agrees to pay Contractor the work done pursuant to this contract according to the payment
schedule set forth in the Contract Documents upon acceptance of said work by the Chief of Police of Jefferson
City, and in accordance with the rates and/or amounts stated in the bid of Contractor dated January 26,2009,
which are by reference made a part hereof. No partial payment to Contractor shall operate as approval or
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acceptance of work done or materials furnished hereunder. The total amount of this contract shall not exceed
Sixty-Three Thousand Three Hundred Thirty Dollars Seventy-One Cents($63,330.71),
15. Performance and Payment Bond.
A Performance and Payment Bond in an amount equivalent to one hundred percent(100%)of the Contract price,
must be furnished and executed by the successful bidder or bidders. The issuing Surety shall be a corporate
Surety Company or companies of recognized standing licensed to do business in the State of Missouri and
acceptable to the City of Jefferson.
16. Contract Documents.
The contract documents shall consist of the following:
a. This Contract f General Provisions
b. Addenda g. Special Provisions
c. Information for Proposals h. Technical Specifications
d. Notice to Bidders i. Drawing and/or Sketches
e. Signed Copy of Bid j. FTA Clauses
This contract and the other documents enumerated in this paragraph,form the Contract between the parties.
These documents are as fully apart of the contract as if attached hereto or repeated herein.
17. Preference for U.S.Manufactured Goods.
On purchases in excess of$5,000,the City requests the contractor to use American products in the performance
of the contract.
18. Nondiscrimination.
Contractor agrees in the performance of this contract not to discriminate on the ground or because of race,creed,
color,national origin or ancestry,sex, religion,handicap,age, or political opinion or affiliation,against any
employee of Contractor or applicant for employment and shall include a similar provision in all subcontracts let
or awarded hereunder.
19. Illegal Immigration.
Prior to commencement of the work:
a. Contractor shall,by sworn affidavit and provision of documentation, affirm its enrollment and
participation in a federal work authorization program with respect to the employees working in
connection with the contracted services.
b. Contractor shall sign an affidavit affirming that it does not knowingly employ any person who is an
unauthorized alien in connection with the contracted services
20. Notices.
All notices required to be in writing may be given by first class mail addressed to City of Jefferson, 320 East
McCarty, Jefferson City, Missouri, 65101, and Contractor at AT&T, 5400 Foxridge, Rm.240, Mission, Kansas.
The date of delivery of any notice shall be the second full day after the day of its mailing.
21. Assignment of Contract.
The Contractor shall not assign or transfer this contract nor sublet it as a whole, without the written consent of
the City and of the Surety on the Contractor's bond. Such consent of Surety, together with copy of assignment,
shall be filed with the City. No assignment, transfer or subletting, even though consented to, shall relieve the
- Contractor of his liabilities under this contract. Should any assignee fail to perform the work undertaken by him
in a satisfactory manner,the City may at his option annul and terminate Assignee's contract.
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22. Jurisdiction.
This agreement and every question arising hereunder shall be interpreted according to the laws and statutes of
the State of Missouri.
IN WITNESS WHEREOF,the parties hereto have set their hands and seals on the day and year first above written.
CITY OF REF ERSON AT&T
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FTA CLAUSES
Federal Funds To be Used
The City of Jefferson is a recipient of Federal Transit Administration funds; therefore, the following
requirements shall be fully considered in preparing bids and performing work under any resulting award.
No Obligation by the Federal Government.
(1) The Purchaser and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal
Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by
the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations
or liabilities to the Purchaser, Contractor, or any other party (whether or not a party to that contract) pertaining to any
matter resulting from the underlying contract.
(2) The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal
assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor
who will be subject to its provisions.
Program Fraud and False or Fraudulent Statements or Related Acts.
(1)The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31
U.S.C. § 3801 et se g. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its
actions pertaining to this Project. Upon execution of the underlying contract, the Contractor certifies or affirms the
truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the
underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other
penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false,
fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to
impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal
Government deems appropriate.
(2) The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim,
statement, submission, or certification to the Federal Government under a contract connected with a project that is
financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307,
the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the
Contractor,to the extent the Federal Government deems appropriate.
(3) The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal
assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the
subcontractor who will be subject to the provisions.
Access to Records
The following access to records requirements apply to this Contract:
1. Where the Purchaser is not a State but a local government and is the FTA Recipient or a subgrantee of the FTA
Recipient in accordance with 49 C. F. R. 18.36(1), the Contractor agrees to provide the Purchaser, the FTA
Administrator, the Comptroller General of the United States or any of their authorized representatives access to any
books, documents, papers and records of the Contractor which are directly pertinent to this contract for the purposes of
making audits, examinations, excerpts and transcriptions. Contractor also agrees, pursuant to 49 C. F. R. 633.17 to
provide the FTA Administrator or his authorized representatives including any PMO Contractor access to Contractor's
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records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)l, which is receiving
federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311.
2. Where the Purchaser is a State and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49
C.F.R. 633.17, Contractor agrees to provide the Purchaser, the FTA Administrator or his authorized representatives,
including any PMO Contractor, access to the Contractor's records and construction sites pertaining to a major capital
project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at
49 U.S.C. 5307, 5309 or 5311. By definition, a major capital project excludes contracts of less than the simplified
acquisition threshold currently set at$100,000.
3. Where the Purchaser enters into a negotiated contract for other than a small purchase or under the simplified
acquisition threshold and is an institution of higher education, a hospital or other non-profit organization and is the FTA
Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 19.48, Contractor agrees to provide the
Purchaser, FTA Administrator, the Comptroller General of the United States or any of their duly authorized
representatives with access to any books, documents, papers and record of the Contractor which are directly pertinent to
this contract for the purposes of making audits,examinations,excerpts and transcriptions.
4. Where any Purchaser which is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 U.S.C.
5325(a) enters into a contract for a capital project or improvement (defined at 49 U.S.C. 5302(a)1) through other than
competitive bidding,the Contractor shall make available records related to the contract to the Purchaser,the Secretary of
Transportation and the Comptroller General or any authorized officer or employee of any of them for the purposes of
conducting an audit and inspection.
5. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy
excerpts and transcriptions as reasonably needed.
6. The Contractor agrees to maintain all books, records, accounts and reports required under this contract for a period of
not less than three years after the date of termination or expiration of this contract, except in the event of litigation or
settlement of claims arising from the performance of this contract, in which case Contractor agrees to maintain same until
the Purchaser, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have
disposed of all such litigation,appeals,claims or exceptions related thereto.Reference 49 CFR 18.39(I)(11).
7.FTA does not require the inclusion of these requirements in subcontracts.
Federal Changes
The contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives,
including without limitation those listed directly or by reference in the Agreement (Form FTA MA(10) dated October,
2003) between Purchaser and FTA, as they may be amended or promulgated from time to time during the term of this
contract. Contractor's failure to so comply shall constitute a material breach of this contract.
Civil Rights
The following requirements apply to the underlying contract:
(1)Nondiscrimination-In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303
of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities
Act of 1990, 42 U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not
discriminate against any employee or applicant for employment because of race,color,creed, national origin,sex,age,or
disability. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other
implementing requirements FTA may issue.
(2) Equal Employment Opportunity- The following equal employment opportunity requirements apply to the underlying
contract:
(a)Race, Color, Creed,National Origin, Sex-In accordance with Title VII of the Civil Rights Act, as amended,
42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable
equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal
Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et seq.,
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(which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No.
11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note), and
with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect
construction activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to ensure
that applicants are employed, and that employees are treated during employment, without regard to their race, color,
creed,national origin, sex, or age. Such action shall include, but not be limited to,the following:employment, upgrading,
demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of
compensation; and selection for training, including apprenticeship. In addition,the Contractor agrees to comply with any
implementing requirements FTA may issue.
(b) Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29
U.S.C. § § 623 and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against
present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing
requirements FTA may issue.
(c)Disabilities-In accordance with section 102 of the Americans with Disabilities Act,as amended,42 U.S.C. §
12112, the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity
Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29
C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply
with any implementing requirements FTA may issue.
(3)The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal
assistance provided by FTA,modified only if necessary to identify the affected parties.
Incorporation of FTA Terms
The Recipient and contractor certify that terms in FTA C 4220.1 E which replaces FTA C4220.ID will be incorporated
into contracts and sub-contracts.
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AFFIDAVIT
State of Missouri )
County of Cole )
The undersigned affiant, being first duly sworn, hereby
deposes and says:
1. I am over the age of eighteen, suffer no legal
disabilities, have personal knowledge of the facts set
forth below, and am competent to testify.
2. 1 am authorized to make this affidavit on behalf of
3. I hereby affirm that the company identified in section 2 of this affidavit is enrolled
and participates in a federal work authorization program with respect to the employees
working in connection with the contracted services. The name of said Federal Work
Authorization program is
4. I hereby affirm that the company identified in section 2 of this affidavit does not
knowingly employ any person who is an unauthorized alien in connection with the
contracted services.
This the day of 2009.
Title
Sworn and subscribed before me this
the day of 2009.
Notary Public
My Commission expires :
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9
aw AT&T DATACOMM TERMS AND CONDITIONS OF EQUIPMENT AND SERVICES SALE
❑ There is no Equipment and/or Installation or Maintenance Services ordered at this time.
These terms and conditions("Contract")govern the present or future sale and purchase of equipment and software set forth in attached Bill of Materials
;("Equipment") and services and work described in Statement of Work ("Services) and any purchase order or change order that references this
Agreement ("Orders") issued by the buyer indicated below ("Buyer" or "Customer') and accepted by AT&T DataComm' ("AT&T" or "Seller"). The
Contract is effective after execution by both. This Contract represents the entire agreement between Buyer and Seller and supersedes all prior
agreements, both written and oral. In the event of a conflict between documents this Contract takes precedence. If, during the term of this Contract,
Customer requests Equipment, installation and/or maintenance Service from AT&T, the terms and conditions set forth herein will apply to applicable
attachments specific to the request that will be required. Examples of attachments would be: 1. Statements of Work (SOW); 2. Scope of Work
(SCOW); 3. Project Implementation Guide (PIG); 4. Bill of Materials for Equipment and Services; 5. invoicing Schedule and Payment Terms; 6.
Implementafion Timeline;and 7. Certificate of Acceptance.
`AT&T DataComm, Inc.is a Delaware corporation;"AT&T DataComm"is an assumed name of AT&T DataComm,Inc.,of Southwester Bell Telephone
Company in Missouri,Oklahoma,Arkansas,Kansas and Texas,and of Pacific Bell Telephone Company in California.
For the purpose of this Agreement,"Customer'includes any entity that controls, is controlled by or is under common control with Customer("Customer
Affiliate"). AT&T grants to Customer the right to permit Customer Affiliates to purchase Equipment and access and use the Equipment and Services,
provided that Customer shall remain solely responsible for such purchase,access and use and for the Customer Affiliates'performance.
Maintenance Declined: Customer Initials:
2 Contract shall remain in effect for time period provided in the applicable Orders), or as otherwise earrier terminated as provided herein. Either party
may terminate this Contract/Order(s) upon 30 days written notice; except that if Customer cancels, Customer shall pay(i) a cancellation fee equal to
20%of the price of Equipment Orders)cancelled;(ii)and 50%of the fees for Services for the remaining term(plus Seller's non-recoverable costs).
3. Payment terms are net 30 days from date of invoice.Equipment invoices are issued when Equipment is delivered to carrier.Service invoices are issued
30 days after rendered.Maintenance Service invoices are Issued in full on date of contract.The purchase price is F.O.B.first point of shipment.We will
deliver the Equipment FOB shipping point,freight prepaid and charged.Title to the Equipment and all risk of loss to the Equipment shall pass to you at
the time of delivery to the carder for shipment. For those orders where the purchase price of the equipment is $500K or greater; or where AT&T is
performing staging services at an AT&T location, all risk of loss to the Equipment will remain with AT&T until delivery to you. Licensor retains title to
any software provided with Equipment and grants Buyer a license for the software according to the software license agreement. If Equipment arrives
damaged, Buyer will immediately notify the carrier and Seller in writing. Shipping date is estimated. Seller is not liable for any delays or damage in
delivery or shipment. Late payment entitles Seller to collect a late fee of the lesser of 1.5%of the unpaid purchase price per month or the maximum
amount allowed by applicable laws. Seller shall also be entitled, in addition to all other remedies available at law or in equity, to recover reasonable
attorneys fees and/or other expenses in collecting the purchase price or otherwise enforcing or successfully defending itself in all matters relating to this
Contract.Any tax or other governmental charge(a)upon the production,sale,shipment or use of the Equipment or(b)the provision of Services which
Seller is required to pay or collect from Buyer shall be paid unless Buyer furnishes an exemption certificate acceptable to taxing authorities. Such
amount is due whether or not included on the invoice.
If Seller installs, Buyer will furnish conduit, holes, wiring, plans, power, utilities and other items reasonably required for Installation. Seller will rely on
Buyer's information and is not responsible or liable for damages or costs resulting from errors or omissions in Buyer's information.Buyer will provide a
suitable, safe environment. Buyer is responsible for required fees or permits and for identifying, handling and removing any potentially Hazardous
Substances(means any substance classified as such by any law, regulation or ordinance)at Buyers expense and for any additional costs incurred by
Seller. Buyer agrees Seller does not handle, remove, dispose of or accept liability for Hazardous Substances. Seller has the right to suspend
performance or pursue other remedies where Buyer delays or fails to comply with this provision. If these measures are unreasonably expensive, Buyer
may request Seller suspend performance until an alternative remedy is agreed upon, provided Seller can terminate an Order, SOW or Contract if
suspension lasts longer than 30 days.
5. Equipment ordered without installation is deemed accepted on the 10th business day after delivery to Buyer. Buyer may reject any portion of a
shipment not conforming to manufacturers specification within this period by written notice to Seller specifying reasons for nonconformity. Seller will
cure nonconformity as per the Warranty. For Equipment ordered with installation, Buyer must notify Seller of nonconformity within 10 business days
after installation completion.Services are deemed accepted on the 10th business day after completion unless Buyer notified Seller in writing within this
period of nonconformity to specifications provided in the SOW. Absent written notice of nonconformity within applicable period, the Equipment or
Services are deemed accepted. Seller may store a reasonable amount of Equipment and other items for the performance of an Order on Buyers
premises or in such other secure location(s)as Buyer may designate("Storage Area"), at no charge. Buyer will take reasonable precautions to protect
any such items, will accept delivery of any such items delivered to Buyers facilities when Seller is not available to do so, ensure placement of such
items in the Storage Area and notify Seller of such delivery.
6. Each party may obtain proprietary or confidential information including but not limited to trade secrets, new Equipment, technical data, know-how,
manuals, and financial, marketing data or plans ("Cl") from the other party. CI disclosed in writing, will be identified as confidential; when disclosed
orally or visually, Cl will be identified confidential at disclosure and confirmed in writing within 15 days thereafter. Neither party will disclose CI for 3
years after expiration of Contract without prior written consent of other party. Disclosure restrictions do not apply to information (a)already known to
recipient, (b) publicly known through no wrongful act of recipient, (c) independently developed without benefit of Cl, (d) received from a third party
without similar restriction and without breach of Contract,(e)disclosed to a third party without obligation of confidentiality,or(f)required to be disclosed
to a court or agency under order,however disclosing party has opportunity to obtain protective order or challenge disclosure.
7. WARRANTIES. (a) Equipment/Services.. The provisioning of AT&T Services and any deliverables under this Agreement shall be performed in a
workmanlike manner that would meet copmmercial industry standards in the field to which the work pertains, AT&T DISCLAIMS ALL IMPLIED
WARRANTIES, (INCLUDING, BUT NOT LIMITED TO,WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE).
AT&T DOES NOT WARRANTY THAT THE OPERATION OF EQUIPMENT WILL BE UNINTERRUPTED OR ERROR FREE. Customer, not AT&T, is
responsible for selecting Equipment to achieve its intended results and for promptly verifying that the Equipment performs as specified by
AT&T AND CUSTOMER CONFIDENTIAL
This Agreement is for use by authorized employees of the parties hereto only and is not for general distribution within or outside their
companies.
DATACOMM Terms And Conditions Of Equipment And Services Sale Page 1 of 2 09120107 sh3175
at&t AT&T DATACOMM TERMS AND CONDITIONS OF EQUIPMENT AND SERVICES SALE
the manufacturer or licensor. (b) Manufacturer's Warranty: Notwithstanding the disclaimer set forth in the subsection (a) of this section, AT&T shall
pass through to Customer any hardware warranties available from Equipment manufacturers and subsection(a)does not negate any software warranty
that Customer may obtain directly from the licensor under the particular licensor's standard software license.
8. LIMITATIONS OF LIABILITY.AT&T SHALL NOT BE LIABLE TO CUSTOMER,TO THE CUSTOMERS OF CUSTOMER,OR ANY OTHER PARTY
FOR THE LOSS, DAMAGE, OR INJURY WHICH RESULTS FROM THE USE OR APPLICATION BY CUSTOMER, CUSTOMER'S CUSTOMERS,
OR ANY OTHER PARTY OF EQUIPMENT DELIVERED TO CUSTOMER, UNLESS THE LOSS OR DAMAGE RESULTS DIRECTLY FROM THE
INTENTIONALLY TORTIOUS OR FRAUDULENT ACTS OR OMISSIONS OF AT&T.IN NO EVENT SHALL AT&T BE LIABLE TO CUSTOMER OR
ANY OTHER PARTY FOR LOSS, DAMAGE, OR INJURY OF ANY KIND OR NATURE ARISING OUT OF OR IN CONNECTION WITH THESE
TERMS AND CONDITIONS, OR ANY AGREEMENT INTO WHICH THEY ARE INCORPORATED, OR ANY PERFORMANCE OR
NONPERFORMANCE UNDER THESE TERMS AND CONDITIONS BY AT&T,ITS EMPLOYEES,AFFILIATES,AGENTS OR SUBCONTRACTORS,
IN EXCESS OF THE NET PURCHASE PRICE OF THE EQUIPMENT ACTUALLY DELIVERED TO AND PAID FOR BY CUSTOMER UNDER THE
ORDER THAT GAVE RISE TO THE LIABILITY. IN NO EVENT SHALL AT&T BE LIABLE TO CUSTOMER OR ANY OTHER PARTY FOR
INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO LOSS OF GOODWILL, LOSS OF ANTICIPATED
PROFITS, OR OTHER ECONOMIC LOSS ARISING OUT OF OR IN CONNECTION WITH AT&T'S BREACH OF OR FAILURE TO PERFORM IN
ACCORDANCE WITH ANY OF THESE TERMS AND CONDITIONS, EVEN IF NOTIFICATION HAS BEEN GIVEN AS TO THE POSSIBILITY OF
SUCH DAMAGES.CUSTOMER HEREBY EXPRESSLY WAIVES ANY AND ALL CLAIMS FOR SUCH DAMAGES.
NOTHING IN THIS SECTION LIMITS CUSTOMER'S RESPONSIBILITY FOR THE PAYMENT OF CHARGES DUE AS PROVIDED IN THIS
ATTACHMENT.
9. [Deliberately Left Blank]
10. The Contract shall be governed by the laws of the state of Missouri,without regard to its conflict of law principles. Any Contract modification requires a
writing signed by both parties. Written notices shall be sent to billing address and are complete upon receipt. Payment obligations and Sections 6-9
inclusive survive termination.Any action for breach of the Contract or any covenant or warranty must be commenced within one year after the date the
Equipment is delivered to Buyer,or one year after the date any Services are performed. Neither party shall assign the contract without written consent
of other party,which consent will not be unreasonably withheld. However Seller may assign Contract to present or future affiliate or subcontract any
portion of the Contract without Buyer's consent.
11. CISCO SOFTWARE LICENSE;WARRANTY; RMA PROCEDURES.(a)Software License. For Equipment manufactured by Cisco, the software is
provided subject to the software license found at: http://wvm.att.com/cpe/docs/software license.doc. This license is a separate agreement between
Customer and Cisco. Customer's assent to the terms and conditions of this Agreement binds Customer to the terms and conditions of this Cisco
license, as if the terns and conditions of the license were fully set forth in this Attachment. Customer agrees that it shall comply with the terms and
conditions of this license and associated documentation. (b)Warran . The applicable warranty passed through hereunder with respect to such
Equipment manufactured by Cisco is included in the Equipment package. A sample of the Cisco limited warranty can be reviewed at:
htto://www.cisco.com/en/US/oroducts/prod warranties listina.html. (c) RMA Procedures. The terms and conditions applicable to the Cisco RMA
process can be reviewed at: htto://MMatt.com/c e/docs/return material authorization.doc.
'.CISCO SMARTNET SERVICES. Cisco SMARTnet services provided in connection with Equipment are provided directly to Customer by Cisco
pursuant to the terms of Cisco End User Support Agreement("EUSA")which can be accessed by Customer at httc://www.cisco.com/leoal/cbrhtmi.
The EUSA is a separate agreement between Cisco and the Customer. By Customer assenting to the terms and conditions of this Agreement,
Customer Is also bound to the terms and conditions of EUSA, as if the terms and conditions of the EUSA agreement were fully set forth in this
Attachment. Customer agrees that it shall comply with the terms and conditions of the EUSA. AT&T will invoice Customer for the charges associated
with such SMARTnet services. Cisco shall be solely responsible for the provision of the SMARTnet services and Customer releases AT&T from any
loss,damages or other claims relating to the SMARTnet services.
SO AGREED by the parties authorized representatives:
Customer's Legal Business Name
Installation Location: (Host Site is the PSAP in Versailles.Remote sites include Laurie and Stover).
E911 EQUIPMENT& SERVICES: $ 63,330.71
This includes the Firewall,Firewall installation and configuration
Total Equingntt—&Services: $ 63,330.71
Printed lJameif
Title:[ r-f'y1n a oc G APPROVED AS TO FORM /JJ
Date: /(1 G �»
tty ounselor
AT&T
Printed Name: r1latHi w A M C f)l g/(//d
Title: AC-6'f' Y)'cw - Eir I ! ISSO cla l
Date: /0 - /Z - oC
AT&T AND CUSTOMER CONFIDENTIAL
This Agreement is for use by authorized employees of the parties hereto only and is not forgeneral distribution within or outside their
companies.
DATACOMM Terms And Conditions Of Equipment And Services Sale Page 2 of 2 09120107 sh3175
at&t AT&T DATACOMM TERMS AND CONDITIONS OF EQUIPMENT AND SERVICES SALE
❑ There is no Equipment and/or Installation or Maintenance Services ordered at this time.
These terms and conditions("Contract")govern the present or future sale and purchase of equipment and software set forth in attached Bill of Materials
("Equipment") and services and work described in Statement of Work ("Services") and any purchase order or change order that references this
Agreement ("Orders") issued by the buyer indicated below ("Buyer" or "Customer') and accepted by AT&T DataComm' ("AT&T' or "Seller'). The
Contract is effective after execution by both. This Contract represents the entire agreement between Buyer and Seller and supersedes all prior
agreements, both written and oral. In the event of a conflict between documents this Contract takes precedence. If,during the term of this Contract,
Customer requests Equipment, installation and/or maintenance Service from AT&T, the terms and conditions set forth herein will apply to applicable
attachments specific to the request that will be required. Examples of attachments would be: 1. Statements of Work (SOW); 2. Scope of Work
(SCOW); 3. Project Implementation Guide (PIG); 4. Bill of Materials for Equipment and Services; 5. Invoicing Schedule and Payment Terms; 6.
Implementation Timeline;and 7. Certificate of Acceptance.
'AT&T DataComm, Inc.is a Delaware corporation;"AT&T DataComm"is an assumed name of AT&T DataComm,Inc.,of Southwestern Bell Telephone
Company in Missouri,Oklahoma,Arkansas,Kansas and Texas,and of Pacific Bell Telephone Company in California.
For the purpose of this Agreement,"Customer"includes any entity that controls,is controlled by or is under common control with Customer("Customer
Affiliate"). AT&T grants to Customer the right to permit Customer Affiliates to purchase Equipment and access and use the Equipment and Services,
provided that Customer shall remain solely responsible for such purchase,access and use and for the Customer Affiliates'performance.
Maintenance Declined: Customer Initials:
2 Contract shall remain in effect for time period provided in the applicable Order(s),or as otherwise earlier terminated as provided herein. Either party
may terminate this ContracttOrdegs) upon 30 days written notice; except that if Customer cancels, Customer shall pay(1) a cancellation fee equal to
20%of the price of Equipment Orders)cancelled;(i)and 50%of the fees for Services for the remaining term(plus Sellers non-recoverable costs).
3. Payment terms are net 30 days from date of invoice.Equipment invoices are issued when Equipment is delivered to carder.Service invoices are issued
30 days after rendered.Maintenance Service invoices are Issued in full on date of contract.The purchase price is F.O.B.first point of shipment.We will
deliver the Equipment FOB shipping point,freight prepaid and charged.Title to the Equipment and all risk of loss to the Equipment shall pass to you at
the time of delivery to the carder for shipment. For those orders where the purchase price of the equipment is $500K or greater, or where AT&T is
performing staging services at an AT&T location, all risk of loss to the Equipment will remain with AT&T until delivery to you. Licensor retains title to
any software provided with Equipment and grants Buyer a license for the software according to the software license agreement. If Equipment arrives
damaged, Buyer will immediately notify the carder and Seller in writing. Shipping date is estimated. Seller is not liable for any delays or damage in
delivery or shipment. Late payment entitles Seller to collect a late fee of the lesser of 1.5%of the unpaid purchase price per month or the maximum
amount allowed by applicable laws. Seller shall also be entitled, in addition to all other remedies available at law or in equity, to recover reasonable
attorneys fees and/or other expenses in collecting the purchase price or otherwise enforcing or successfully defending itself in all matters relating to this
Contract.Any tax or other governmental charge(a) upon the production,sale,shipment or use of the Equipment or(b)the provision of Services which
Seller is required to pay or collect from Buyer shall be paid unless Buyer furnishes an exemption certificate acceptable to taxing authorities. Such
amount is due whether or not included on the invoice.
4. If Seller installs, Buyer will furnish conduit, holes,wiring, plans, power, utilities and other items reasonably required for installation. Seller will rely on
Buyers information and is not responsible or liable for damages or costs resulting from errors or omissions in Buyers information. Buyer will provide a
suitable, safe environment. Buyer is responsible for required fees or permits and for identifying, handling and removing any potentially Hazardous
Substances(means any substance classified as such by any law, regulation or ordinance)at Buyers expense and for any additional costs incurred by
Seller. Buyer agrees Seller does not handle, remove, dispose of or accept liability for Hazardous Substances. Seller has the right to suspend
performance or pursue other remedies where Buyer delays or fails to comply with this provision. If these measures are unreasonably expensive,Buyer
may request Seller suspend performance until an alternative remedy is agreed upon, provided Seller can terminate an Order, SOW or Contract if
suspension lasts longer than 30 days.
5. Equipment ordered without installation is deemed accepted on the 10th business day after delivery to Buyer. Buyer may reject any portion of a
shipment not conforming to manufacturers specification within this period by written notice to Seller specifying reasons for nonconformity. Seller will
cure nonconformity as per the Warranty. For Equipment ordered with installation, Buyer must notify Seller of nonconformity within 10 business days
after installation completion.Services are deemed accepted on the 10th business day after completion unless Buyer notified Seller in writing within this
period of nonconformity to specifications provided in the SOW. Absent written notice of nonconformity within applicable period, the Equipment or
Services are deemed accepted. Seller may store a reasonable amount of Equipment and other items for the performance of an Order on Buyers
premises or in such other secure location(s)as Buyer may designate("Storage Area"), at no charge. Buyer will take reasonable precautions to protect
any such items, will accept delivery of any such items delivered to Buyers facilities when Seller is not available to do so, ensure placement of such
items in the Storage Area and notify Seller of such delivery.
6. Each party may obtain proprietary or confidential information including but not limited to trade secrets, new Equipment, technical data, know-how,
manuals, and financial, marketing data or plans ("Cl") from the other party. Cl disclosed in writing, will be identified as confidential; when disclosed
orally or visually, Cl will be identified confidential at disclosure and confirmed in writing within 15 days thereafter. Neither party will disclose Cl for 3
years after expiration of Contract without prior written consent of other party. Disclosure restrictions do not apply to information (a) already known to
recipient, (b) publicly known through no wrongful act of recipient, (c) independently developed without benefit of Cl, (d) received from a third party
without similar restriction and without breach of Contract, (e)disclosed to a third party without obligation of confidentiality,or(f)required to be disclosed
to a court or agency under order,however disclosing party has opportunity to obtain protective order or challenge disclosure.
7. WARRANTIES. (a) Equipment/Services.. The provisioning of AT&T Services and any deliverables under this Agreement shall be performed in a
workmanlike manner that would meet copmmercial industry standards in the field to which the work pertains, AT&T DISCLAIMS ALL IMPLIED
WARRANTIES, (INCLUDING, BUT NOT LIMITED TO,WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE).
AT&T DOES NOT WARRANTY THAT THE OPERATION OF EQUIPMENT WILL BE UNINTERRUPTED OR ERROR FREE. Customer, not AT&T, is
responsible for selecting Equipment to achieve its intended results and for promptly verifying that the Equipment performs as specified by
AT&T AND CUSTOMER CONFIDENTIAL
This Agreement is for use by authorized employees of the parties hereto only and is not forgeneml distribution within oroutside their
companies.
DATACOMM Terms And Conditions Of Equipment And Services Sale Page 1 of 2 09/20/07 sh3175
at&t AT&T DATACOMM TERMS AND CONDITIONS OF EQUIPMENT AND SERVICES SALE
the manufacturer or licensor. (b) Manufacturer's Warranty: Notwithstanding the disclaimer set forth in the subsection (a) of this section,AT&T shall
'pass through to Customer any hardware warranties available from Equipment manufacturers and subsection(a)does not negate any software warranty
that Customer may obtain directly from the licensor under the particular licensor's standard software license.
8. LIMITATIONS OF LIABILITY.AT&T SHALL NOT BE LIABLE TO CUSTOMER, TO THE CUSTOMERS OF CUSTOMER, OR ANY OTHER PARTY
FOR THE LOSS, DAMAGE, OR INJURY WHICH RESULTS FROM THE USE OR APPLICATION BY CUSTOMER, CUSTOMER'S CUSTOMERS,
OR ANY OTHER PARTY OF EQUIPMENT DELIVERED TO CUSTOMER, UNLESS THE LOSS OR DAMAGE RESULTS DIRECTLY FROM THE
INTENTIONALLY TORTIOUS OR FRAUDULENT ACTS OR OMISSIONS OF AT&T. IN NO EVENT SHALL AT&T BE LIABLE TO CUSTOMER OR
ANY OTHER PARTY FOR LOSS, DAMAGE, OR INJURY OF ANY KIND OR NATURE ARISING OUT OF OR IN CONNECTION WITH THESE
TERMS AND CONDITIONS, OR ANY AGREEMENT INTO WHICH THEY ARE INCORPORATED, OR ANY PERFORMANCE OR
NONPERFORMANCE UNDER THESE TERMS AND CONDITIONS BY AT&T,ITS EMPLOYEES,AFFILIATES,AGENTS OR SUBCONTRACTORS,
IN EXCESS OF THE NET PURCHASE PRICE OF THE EQUIPMENT ACTUALLY DELIVERED TO AND PAID FOR BY CUSTOMER UNDER THE
ORDER THAT GAVE RISE TO THE LIABILITY. IN NO EVENT SHALL AT&T BE LIABLE TO CUSTOMER OR ANY OTHER PARTY FOR
INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO LOSS OF GOODWILL, LOSS OF ANTICIPATED
PROFITS, OR OTHER ECONOMIC LOSS ARISING OUT OF OR IN CONNECTION WITH AT&T'S BREACH OF OR FAILURE TO PERFORM IN
ACCORDANCE WITH ANY OF THESE TERMS AND CONDITIONS, EVEN IF NOTIFICATION HAS BEEN GIVEN AS TO THE POSSIBILITY OF
SUCH DAMAGES.CUSTOMER HEREBY EXPRESSLY WAIVES ANY AND ALL CLAIMS FOR SUCH DAMAGES.
NOTHING IN THIS SECTION LIMITS CUSTOMER'S RESPONSIBILITY FOR THE PAYMENT OF CHARGES DUE AS PROVIDED IN THIS
ATTACHMENT.
9. [Deliberately Left Blank]
10. The Contract shall be governed by the laws of the state of Missouri,without regard to its conflict of law principles. Any Contract modification requires a
writing signed by both parties.Written notices shall be sent to billing address and are complete upon receipt. Payment obligations and Sections 6-9
inclusive survive termination.Any action for breach of the Contract or any covenant or warranty must be commenced within one year after the date the
Equipment is delivered to Buyer, or one year after the date any Services are performed. Neither party shall assign the contract without written consent
of other party,which consent will not be unreasonably withheld. However Seller may assign Contract to present or future affiliate or subcontract any
portion of the Contract without Buyer's consent.
11. CISCO SOFTWARE LICENSE;WARRANTY; RMA PROCEDURES.(a)Software License. For Equipment manufactured by Cisco, the software is
provided subject to the software license found at httD://k n, nv.att.com/coe/dots/software license dot This license is a separate agreement between
Customer and Cisco. Customer's assent to the terms and conditions of this Agreement binds Customer to the terms and conditions of this Cisco
license, as if the terms and conditions of the license were fully set forth in this Attachment. Customer agrees that it shall comply with the terms and
conditions of this license and associated documentation. (b)Warranty The applicable warranty passed through hereunder with respect to such
Equipment manufactured by Cisco is included in the Equipment package. A sample of the Cisco limited warranty can be reviewed at:
httu://wwiv.cisco.com/en/US/products/prod warranties listina.html. (c) RMA Procedures. The terms and conditions applicable to the Cisco RMA
process can be reviewed at: htto://vnw✓,att.com/c a/dots/return material authorization.doc.
z. CISCO SMARTNET SERVICES. Cisco SMARTnet services provided in connection with Equipment are provided directly to Customer by Cisco
pursuant to the terms of Cisco End User Support Agreement('EUSA") which can be accessed by Customer at htto://wv�w.cisco.com/leeallchr.hhn 1.
The EUSA is a separate agreement between Cisco and the Customer. By Customer assenting to the terms and conditions of this Agreement,
Customer is also bound to the terms and conditions of EUSA, as if the terms and conditions of the EUSA agreement were fully set forth in this
Attachment. Customer agrees that it shall comply with the terms and conditions of the EUSA. AT&T will invoice Customer for the charges associated
with such SMARTnet services. Cisco shall be solely responsible for the provision of the SMARTnet services and Customer releases AT&T from any
loss,damages or other claims relating to the SMARTnet services.
SO AGREED by the parties authorized representatives:
Customer's Legal Business Name
Installation Location: (Host Site is the PSAP in Versailles. Remote sites include Laurie and Stover).
E911 EQUIPMENT& SERVICES: $ 63,330.71
This includes ih irewall,Firewall installation and configuration
Total Equfinen t S ivices• $ 63,330.71
f
_�� �e
By:
Printed Named I/J 0 1-�r Lc.,�wet�r 1
Title:I I YV,u��e APPROVED AS TO FORM
Date: :v/� 3 c i ounselor
AT&T: n
By:Printed Name:Name: ill a f tyl u.r A - All L 1�
Title: &c fi Yhc52 - ff1-1 1 /111ssnctezl
Date: /O - J 2- - o C
AT&T AND CUSTOMER CONFIDENTIAL
This Agreement is for use by authorized employees of the parties hereto only and is not for general distribution within or outside their
companies.
DATACOMM Terms And Conditions Of Equipment And Services Sale Page 2 of 2 09/20/07 sh3175