2007/01/03 Council Agenda Packet

System Agreement 1. Scope of Agreement. Subject to the terms and conditions of this Agreement,Verizon will provide Customer, either directly or in conjunction with such subcontractors as it may select,the equipment,software,installation services,maintenance and/or professional services(hereinafter collectively the"System")as described in this Agreement and as further described in a Statement of Work and any Exhibit attached hereto. 1.1 For Equipment Sale and Installation Services: Verizon will provide and,if applicable, install the equipment as set forth in the applicable quote and the Equipment and Installation Services Exhibit. 1.2 For Maintenance Services: Verizon will provide the maintenance services as set forth in the applicable quote and the Call Center Software, Support and Professional Services Exhibit,the Maintenance Services Exhibit and/or the Managed Network Solutions Exhibit. 1.3 For Professional Services: Verizon will provide the professional services as set forth in the applicable quote and the Professional Services Exhibit. All applicable Statements of Work and Exhibits attached hereto are incorporated herein and made a part of this Agreement. 2. Fees and Payment. 2.1 Customer will pay all fees for the System as set forth on Pages 2 and 3 of this Agreement and the applicable quote or Statement of Work,subject to additions and deductions made by written Change Order(s). Customer is responsible for applicable taxes,shipping,handling,telecommunication surcharges and other charges applicable to the equipment and/or services provided under this Agreement. Customer agrees either to pay to Verizon the amount of all applicable taxes(as determined by tax authorities)or to provide upon execution of this Agreement evidence of exemption acceptable to Verizon. 2.2 Payments are due within thirty(30)days of receipt of the invoice("Due Date")and any payment not received by the Due Date shall be subject to a late payment charge of the lesser of one and one-half percent(1.5%)per month and the maximum amount allowed by law. Late payment charges will be assessed monthly against the amount due. Should Customer dispute an amount invoiced,Customer shall pay the undisputed portion of that invoice and promptly notify Verizon in writing of the amount and nature of the dispute and the parties shall cooperate to resolve the dispute pursuant to Section 15 of this Agreement. Verizon reserves the right to suspend or terminate any or all Services or terminate the provision,installation or repair of any or all equipment subject to this Agreement immediately if Customer is more than sixty(60)days overdue for payments that have not been disputed in good faith. 2.3 The down payment listed on Page 2 of this Agreement shall be paid at execution of this Agreement. The balance due shall be paid in accordance with the terms of this Section unless otherwise specified in a Statement of Work. 3. Term and Termination.This Agreement shall be effective as of the date first set forth above and shall continue in full force and effect until terminated in accordance with this Agreement. 3.1. Either party may,upon written notice,immediately suspend its performance of and/or terminate the affected service or equipment order to which the deficiency pertains in the event the other party(i)fails to perform material terms of this Agreement and(a)such failure is not cured within thirty(30)calendar days following receipt of a default notice in writing from the other party,or(b)if such failure cannot reasonably be cured during that time and the defaulting party fails to use commercially reasonable efforts to cure such breach as soon as practicable,but in any event within ninety(90)calendar days following written notice;(ii)engages in fraud,criminal conduct or willful misconduct in connection with the business relationship of the parties;or(iii)becomes insolvent,ceases doing business in the ordinary course,enters bankruptcy proceedings or effects an assignment for the benefit of creditors. In the event Verizon terminates this Agreement pursuant to this Section 3.1,Customer shall promptly pay Verizon for the System and any services provided up to the date of termination. In the event Customer defaults under this Agreement,Customer's down payment shall be non-refundable. Rev. 10.04.06 Page 4 of 11 ESC# 0148