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<br /> SERVICE AGREEMENT
<br /> This Service Agreement("Agreement")is made as of 3.ZS. 2.2 ,2022("Effective Date")by and between
<br /> Transaction Network Services,Inc. ("TNS"),having a principle place of business located at 10740 Parkridge Blvd.,
<br /> Suite 100,Reston,Virginia,20191 and City of Everett,2930 Wetmore Avenue,Everett WA 98201 ("Customer"or
<br /> "Client").
<br /> TNS and Customer agree that the following pay TNS the fees and charges relating to such
<br /> terms and conditions apply to the provision and use Services set forth in such Attachment(s). Unless
<br /> of the transaction-oriented data services,software, otherwise specified,all fees and charges are in U.S.
<br /> software development and/or software support Dollars and are exclusive of any applicable Taxes(as
<br /> (collectively"Services")referenced in any such term is defined in Paragraph 2(c)below),which,
<br /> attachments,schedules and addenda(each an subject to Paragraph 3(c),will be separately stated
<br /> "Attachment)to this Agreement. Such attachments and included on each monthly invoice. The prices
<br /> are an integral part of this Agreement. When used also do not include,and TNS may impose(or pass
<br /> herein,the defined term"Agreement"shall include through)additional fees and charges on Customer to
<br /> this Agreement and all Attachments. If there is a recover,fees and charges imposed on the provision of
<br /> conflict between the terms of this Agreement and any the Services as a result of any Regulatory Activity(as
<br /> Attachment,the terms of the Attachment shall prevail such term is defined in Paragraph 2(c)below).
<br /> over the terms of this Agreement. Unless noted
<br /> otherwise,the Services are to be used entirely within (b) In the event there is a change in Customer's
<br /> the United States. Service requirements which results in an increase in
<br /> equipment provisioning,facility costs and/or scope of
<br /> In consideration of the foregoing and other good and development or implementation,TNS reserves the
<br /> valuable consideration,the receipt and sufficiency of right to change the prices for the Services to account
<br /> which are hereby acknowledged,the parties hereto for any such increase during any term of this
<br /> agree as follows: Agreement. Customer acknowledges that tariffed
<br /> charges(including,but not limited to,local access
<br /> 1. Term. The term("Initial Term")of this charges and call set-up charges)which are imposed
<br /> Agreement shall be for a period of thirty-six(36) by third party carriers and which may be passed
<br /> months,commencing on the Effective Date,and shall through to Customer as set forth herein are beyond
<br /> renew automatically for successive renewal periods the control of TNS and may be changed by such third
<br /> of twelve(12)months each(each a"Renewal Term"; party carriers at any time during the Term. To the
<br /> the Initial Term and all Renewal Terms collectively extent that any such change results in a price increase
<br /> the"Term"),unless(a)terminated sooner in that TNS elects to pass through to Customer during
<br /> accordance with the provisions herein,or(b)either the Initial Term or any Renewal Term,TNS will
<br /> party terminates this Agreement by giving written furnish to Customer at Customer's request such
<br /> notice of termination to the other at least sixty(60) materials as are reasonably necessary to document
<br /> days prior to the effective date of any such Renewal such increase.
<br /> Term. In the event that one or more portions of the
<br /> Services is subject to a term which extends beyond (c) For purposes of this Agreement,"Taxes"
<br /> the Term,then the terms and conditions of this means any and all applicable foreign,federal,state
<br /> Agreement will continue to apply to such Services and local taxes,including without limitation all use,
<br /> until the expiration or termination of the applicable sales,value-added,surcharges,excise,franchise,
<br /> Attachment. property,commercial,gross receipts,license
<br /> privilege or other similar taxes,levies,surcharges,
<br /> 2. Pricing. duties,fees, or other tax-related charges,whether
<br /> charged against Customer or TNS,with respect to the
<br /> (a) Prices for the Services are set forth in the Services and any facilities provided by TNS,but
<br /> Attachment(s)hereto. In connection with Services excluding taxes imposed on TNS' revenues or net
<br /> provided to Customer by TNS,Customer agrees to income. For purposes of this Agreement,
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