2007/01/03 Council Agenda Packet

System Agreement Customer shall,if required,execute a separate software license agreement in a form satisfactory to the software publisher or equipment manufacturer. 9. Customer Responsibilities. Customer will: 9.1. Allow Verizon access for installation,inspection,testing,maintenance and repair of the System and performance of any required activity. 9.2. Provide suitable building facilities for the System in accordance with local codes,including but not limited to ducting,conduit,structural borings,etc. for cable and conductors in floors,ceilings and walls;electrical service with suitable terminals and power surge protection devices;and metallic grounds with sufficient slack in the equipment room,installed in conformity with the National Electrical Code and local codes. 9.3. Provide necessary heating,cooling,humidity and dust control as required by manufacturer specifications. 9.4. Remove existing equipment or cable that interferes with System installation. 9.5. Identify and disclose to Verizon concealed equipment,wiring or conditions that might be affected by or might affect the installation of the System. Customer shall defend and hold Verizon harmless from any claim,damage or liability resulting from a failure to disclose this information. 9.6. Authorize Verizon,at Customer's expense,to make service requests upon third parties for System interconnection requirements, including obtaining telephone service for testing where necessary. 9.7. Designate trash deposit points on each floor on which the System is to be installed where Verizon will place waste for removal by Customer. 9.8. Cooperate with Verizon's requests for assistance in testing or installation. 9.9. Be responsible for providing adequate back-up of data and for restoring data to repaired equipment. 9.10. If the System is to be connected to the public network,be solely responsible for selection,implementation and maintenance of security features for defense against unauthorized long distance calling,and for payment of long distance,toll and other telecommunications charges incurred through use of the System. 9.11. Immediately notify Verizon of any anticipated delay in building availability or inability to meet any of the above listed requirements. 10. Changes In/Additions to System. 10.1 Customer may order additional equipment,software,and/or services pursuant to a written Amendment, Customer purchase order or similar document,and such order shall be governed by this Agreement,including without limitation Section 4,and shall specifically reference this Agreement. 10.2 Customer shall also have the right,by written notice,to propose changes in the System under this Agreement and any Statement of Work("Change Orders")and Verizon shall comply to the extent it deems feasible and reasonable. If Verizon determines that such changes cause an increase or decrease in the cost of or time required for performance,Verizon shall advise Customer and such adjustments shall be reflected in a written Change Order. Should Verizon encounter,in installing the System,any concealed or unknown condition not expressly set forth in the applicable Statement of Work,which condition affects the price or schedule for installation of the System,the price and/or the schedule shall be equitably adjusted by Change Order to cover all costs, including but not limited to labor,equipment,materials and tools necessary to carry out the change. 10.3 No Change Order shall become effective as a part of this Agreement and the applicable Statement of Work, and no changes in the System shall be initiated,until the Change Order is mutually agreed upon in writing. Verizon shall not be obligated to consider or accept any Change Order that results in a decrease of more than twenty percent (20%)in the total price of the System. Verizon may also propose changes in or additions to the System,and may proceed with such changes upon execution by Customer and Verizon of a written Change Order. 11. Warranty. Verizon warrants that it will perform the services provided under this Agreement in a good and workmanlike manner. Unless otherwise set forth in an Exhibit,all manufacturers'/publishers' warranties for equipment and/or software provided hereunder are passed through to Customer and warranty claims shall be presented by Customer directly to the manufacturer/publisher. THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES FROM VERIZON,UNLESS OTHERWISE STATED IN AN EXHIBIT. OTHERWISE VERIZON DISCLAIMS ALL WARRANTIES,EXPRESS OR IMPLIED,INCLUDING BUT NOT LIMITED TO IMPLIED Rev. 10.04.06 Page 6 of 11 ESC# 0148