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4938
ALL PHASE COMMUNICATIONS, INC.
Equipment Purchase, Software License & Support Program
IT
LEG 12-1
7/28/2010
6/28/2011
5/1/2011
1/1/2014
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EQUIPMENT PURCHASE, SOFTWARE
LICENSE, AND ALL PHASE PARTNER
SUPPORT PROGRAM AGREEMENT
EQUIPMENT PURCHASE AGREEMENT ("AgreemenY') dated JULY 26 2010 (the "Effective Date") between All Phase Communications, Inc., a
Washington corporation, (the "Company") with offices at 317 N. 148' Street, Shoreline, Washington 98133 and CITY OF BREMERTON ("Customer"),
with offices at 345 6 STREET, SUITE 600, BREMERTON WA, 98337. In consideration of the mutual agreements contained herein, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1. The Product. This Agreement pertains to the Equipment, Software and Related Documentation described in Schedule A hereto (the "Product"), to
be installed at 550 PARK, BREMERTON WA, 98337 (the "Authorized Location"). Subject to the additional terms and conditions set forth hereafter:
(a) Customer agrees to purchase the Equipment described in Schedule A, license and use the Software and Related Documentation described in
Schedule A for the Total Customer Charge specified in Section 4: and
(b) Company agrees to sell the Equipment described in Schedule A, license the Software and Related Documentation described in Schedule A at
the Authorized Location, and perform service in accordance with the terms of the warranty contained herein.
Product Installation. Company shall not be required to commence installation of the Product until an officer of Company has accepted this
Agreement. Customer shall make available a place at the Authorized Location for installation of the Product in accordance with the specifications
set forth in Schedule A and shall permit access to such Authorized Location for Company's personnel, including subcontractors and authorized
distributors. Company shall notify Customer of the Date of Cutover. Date of Cutover shall mean the date on which the Product is installed and
providing the basic service for which the Product is intended. Minor variances in performance of the Product that do not materially affect the
operation of the Product as a whole shall not affect or postpone the Date of Cutover or Customer's payment obligations. Customer shall provide a
suitable protected area for storage of the Equipment prior to installation. Customer shall supply all supplemental equipment required for the
installation including but not limited to conduit, commercial power wiring and outlets. Company shall be responsible for installation and warranty
service of the Product only on the subscriber side of the interface equipment connecting the Product to the telephone utility's system. Company
may subcontract any of the work to be performed by it under this Agreement. Customer shall be solely responsible for: (a) obtaining any and all
licenses, permits and other authorizations that may be necessary in connection with installation, use or warranty service of the Product; and (b) any
services to be provided by or arrangements with, charges assessed by and interconnections with the telephone company or any other utility.
3. All Phase Partner Support Program (APPSP). The APPSP provides service coverage 8:00 AM to 5:00 PM, Monday through Friday, excluding
holidays, service labor, and advanced parts replacement. Unless extended coverage is purchased. If Customer fails to make timely payment of
the APPSP Fee, or Company is unable to collect the funds tendered by Customer, then Company may terminate this APPSP Agreement, or in its
sole discretion, suspend performance hereunder until payment is received. Company may also suspend performance hereunder if Customer is in
default of payment under any other agreement with Company, until such payment default is cured.
(a) Selection of the APPSP Option (X) Accepted (_) Declined shall modify the limitations, liabilities, pre-paid discounts, and responsibilities of the
Company and Customer as set forth in Schedule B hereto. Schedule B hereto shall also describe the coverage details of the selected
APPSP plan.
(b) Term: � One Year ❑ Three Year ❑ Five Year
(c) Coverage: � Standard 8:00 am to 5:00 pm, excluding weekends and holidays ❑ Extended 24 X 7 X 365
(d) E�ended coverage cost (10% of Standard APPSP) is $
(e) Total cost of the All Phase Partner Support Program is $2.394.00
4. Customer Charge for Equipment Purchase and Software License.
(a) The Total Customer Charge for purchase of the
Equipment and license of the Software is as follows:
Basic Customer Charge: $22,648.80
APPSP: 2,394.00
Taxes: 2,153.68
Total Customer Charge: $27,196.48
(b) Customer shall pay to Company the Total Customer Charge as follows:
60% Due on Final Configuration: $16,317.89
40% Due on Equipment Delivery: $10,878.59
(a) Selection of the Lease Option () Accepted (X) Declined shall modify the payment terms as set forth in Schedule C hereto.
5. Risk of Loss or Damage; Title. Except to the extent any loss or damage to the Product is caused by defects in material or workmanship,
Customer assumes the entire risk of loss or damage to the Product while it is on Customer's premises or under its control whether or not covered
by insurance, and no loss shall relieve Customer of its obligations under this Agreement. Customer shall acquire title to the Equipment only upon
payment in full to Company of the Total Customer Charge. Customer acknowledges and agrees that title to the Software and Related
Documentation shall remain vested at all times in Company and that nothing contained herein shall operate to transfer any ownership interest in the
Software and Related Documentation to Customer or any other party.
6. Security Interest: Remedies.
(a) Security Agreement: The Equipment shall remain personal property and shall not be a fixture, irrespective of the manner of its attachment to
realty. To secure performance of Customer's obligations under this Agreement, Customer hereby grants the Company a security interest in
and to the Equipment, including all additions, attachments and substitutions. The Customer and the Company intend this security agreement
to constitute a purchase money security interest. Customer agrees not to further encumber, sell or otherwise transfer the Product without the
prior written consent of Company. Customer agrees to execute any and all documents, which Company may require to further evidence or
continue this security interest, and authorizes Company to record or file a photocopy of this Agreement as a Financing Statement. Customer
agrees to pay a restocking fee of 25% of "Total Customer Charge" if this Agreement is terminated prior to work being perFormed.
(b) Remedies for Default: Upon default in payment or performance hereunder by Customer, Company, in addition to any other available
remedies to which it is entitled, shall have all the rights and remedies of a secured party under the Uniform Commercial Code (and any other
applicable law), including but not limited to the following rights: (i) to declare all unpaid amounts hereunder immediately due and payable; (ii)
to take possession of and remove any part or all of the Product; and (iii) to render the Product or any of its functions or features inoperable
remotely or otherwise without any demand or notice, and without any court order or other process of law. Customer hereby consents to such
taking or disabling of the Product upon default and Customer hereby waives its rights to claim any and all damages occasioned by such taking
or disabling. Customer further agrees that upon default, the software license is revoked. Notwithstanding any repossession or any other
action which Company may take in the event of Customer's default. Customer will remain liable for the full performance of its obligations
under this Agreement. Customer will reimburse Company for all costs and expenses, including reasonable attorneys' fees, incurred in
connection with the enforcement of any right or remedy hereunder.
7. Product Warranty and Warranty Disclaimers.
(a) Equipment Warranty: Company warrants that each item of the Equipment of its own manufacture will be free from defects in material and
workmanship for a period of one year after the Date of Cutover. Warranty coverage on Equipment not manufactured by Company is limited to
the coverage provided by the manufacturer of such Equipment.
(b) Software Warranty: Manufacturer warrants that the Software will be free from any defect which causes a material nonconformity between its
performance as described in the Related Documentation listed in Schedule A and actual perForrnance for a period of one year after the Date of
Cutover.
(c) Rights and Remedies: Company shall either repair or replace with new or refurbished equipment, at its sole option, any defective part of the
Equipment or Software, provided Customer has provided written notice to Company promptly after discovery and within the warranty period.
Such repair or replacement shall be Customer's sole and exclusive remedy. All replaced parts will become the property of Company.
Customer agrees that any rights it may have pursuant to this warranty are independent of its obligation to make its payments due to Company
hereunder on a timely basis and that any claim under this warranty or otherwise against Company shall not give rise to a right to withhold any
payments due or a right of setoff hereunder or under any other agreement with Company.
(d) Maintenance: Under the All Phase Partner Support Program (APPSP), for a period of one year after the Date of Cutover, Company shall
perform, free of charge, between the hours of 8:00 am and 5:00 pm Monday through Friday except Holidays, all necessary maintenance to
keep the Product in good working condition and repair, including the furnishing of all necessary labor and materials. Unless extended
coverage is purchased.
(e) Disclaimers: THE WARRANTIES CONTAINED IN THIS SECTION ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. THESE
WARRANTIES SHALL BE VOID AS TO PRODUCT DAMAGED OR RENDERED UNSERVICEABLE OR NONFUNCTIONAL BY ACTS OF
PERSONS OR ENTITIES OUTSIDE OF THE COMPANY, OR MISUSE, THEFT, VANDALISM, ACTS OF GOD, ACTS OF TERRORISM,
ACTS OF WAR, FIRE, LIGHTNING, COMMERCIAL POWER FAILURES, POWER SURGES, EMI, RFI, WATER, OR OTHER PERIL, BY
FAILURE OF CUSTOMER TO COMPLY WITH REQUIREMENTS SPECIFIED IN SCHEDULE A OR BY SERVICES OR PRODUCTS OF
OTHER VENDORS, INCLUDING WITHOUT LIMITATION THE TELEPHONE LINES, DATA CIRCUITS, INTERNET OR WIRELESS ACCESS
OF ANY TELEPHONE COMPANY, LONG DISTANCE CARRIER, CLEC, ISP, OR VOICE QUALITY ACROSS THE INTERNET OR OTHER
NETWORKS NOT SUPPORTING QOS. REPAIR, RELOCATION, OR ALTERATION OF THE PRODUCT NOT AUTHORIZED BY
COMPANY VOIDS THE WARRANTY.
LIABILITY OF COMPANY HEREUNDER IS EXPRESSLY LIMITED TO THE REPAIR OR REPLACEMENT DESCRIBED ABOVE, AND IN NO
EVENT SHALL COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SUCH AS LOST SALES,
LOST PROFITS OR INJURY TO PROPERTY, OR ANY OTHER DAMAGES WHETHER ARISING IN CONTRACT OR TORT OR
OTHERWISE. IN NO EVENT SHALL ANY RECOVERY AGAINST COMPANY BE GREATER IN AMOUNT THAN THE TOTAL CUSTOMER
CHARGE. NO EXPRESS OR IMPLIED WARRANTY IS MADE AGAINST INTRUSIONS INTO THE COMPANY'S VOICE PROCESSING
SYSTEMS BY FRAUDULENT CALLERS OR AGAINST ANY TOLL FRAUD. THIS LIMITATION OF LIABILITY SHALL APPLY
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
(fl Non-transferability: Company's obligations under this warranty are limited to Customer unless Company has provided its written consent to
the transfer of the Product to another end-user.
8. Confidentiality. The provisions of this section shall survive the termination of this Agreement.
(a) Equipment: Customer hereby acknowledges that the technical information, circuit designs, Software and Related Documentation furnished
as a part of the Product are the property and unpublished works of Company and are not to be reproduced in any manner or disclosed for any
reason to any third party outside of the officers, directors or employees of Customer. Customer further agrees not to sell, lease, license or
otherwise transfer the Equipment without first obtaining a written agreement from its transferee to assume all of the Customer's obligations
hereunder and to be fully bound by the terms hereof.
(b) Software: Customer hereby acknowledges and agrees that the Software and Related Documentation listed in Schedule A are proprietary to
Company (the "Proprietary Materials"), that the Proprietary Materials constitute trade secrets of the Company, and that all applicable rights to
patents, copyrights, trademarks and trade secrets relating to the Proprietary Materials are and shall remain vested in Company. Customer
agrees to use utmost diligence to protect the trade secrets and other proprietary rights of Company in the Proprietary Materials from disclosure
to third parties. Customer shall also ensure compliance by agreement or instruction with the terms and conditions of this Agreement by
employees and others with access to the Proprietary Materials.
(c) Non-solicitation: During the installation period and for a period of 2 years after installation is complete, Customer will not engage the
services of any person who has provided services to the Company nor will it seek to persuade any employee or advisor of the Company to
discontinue his or her employment or association with the Company in order to become employed by or associated with the Customer
individually or any business with which the Customer is employed or associated where the products or services of the Customer or that
business are directly or indirectly competitive with the Company's products or services.
9. Software License.
(a) License: Subject to the terms and conditions contained herein, Company grants Customer a nontransferable, nonexclusive license to use at
the Authorized Location only (i) in object code form, all Software described in Schedule A, and (ii) all Related Documentation described in
Schedule A. This grant shall be limited to use with the Equipment listed in Schedule A or on a temporary basis on back-up equipment when
necessary. This license commences upon the Effective Date and shall continue during the useful life of the Equipment or the useful life of the
Software, whichever is shorter, or until the license is terminated in accordance with this Agreement. Removal of the Software from the United
States, service by any unauthorized person, or any breach of the provisions of this software license shall automatically terminate this license.
Upon termination of this license, Customer shall immediately return the Proprietary Materials and all copies thereof to Company.
(b) Transfer: Customer shall not sublicense the Software or otherwise transfer any of its rights in the Software without prior written notice to
Company.
(c) Modification and Copies: Customer may not modify or copy the Proprietary Materials without the prior written consent of Company.
Customer agrees to refrain from taking any steps, including without limitation reverse engineering, reverse assembly or reverse compilation, to
derive a source code equivalent of the Software.
(d) Indemnification: Company agrees that, if notified promptly and given sole control for the defense and all related settlement negotiations, it
will indemnify and defend Customer against any claim based on an allegation the Software infringes a valid U.S. patent, copyright or
trademark. Company shall have no obligations under this subparagraph (d) where Customer has modified the Software or used the Software
in combination with software or equipment not provided by Company. If any Software becomes, or in Company's opinion is likely to become
the subject of such claim of infringement, Company will, at its option and expense, either procure rights for Customer to continue using the
Software, or replace or modify the Software to provide non-infringing software that performs substantially similar functions to the original
Software. Upon failure of the foregoing provisions, Company will refund the license fee for the Software less a reasonable allowance for use.
THIS SECTION STATES THE ENTIRE LIABILITY OF COMPANY FOR INFRINGEMENT BY ANY SOFTWARE AS WEL� AS THE
EXCLUSIVE REMEDIES AVAILABLE AGAINST COMPANY.
10. Uncontrollable Circumstances. Company shall be excused from performance under this Agreement to the extent that it is prevented or delayed
by any acts of God or other Force Majeure beyond the reasonable control of Company.
11. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the other
provisions, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted. Company and
Customer agree to substitute for any invalid or unenforceable provision a valid and enforceable provision that most closely approximates the
economic effect and intent of the invalid and unenforceable provision.
12. Entire Agreement. This Agreement, including the Schedules hereto and the Scope of Work document, constitutes the entire agreement between
Company and Customer and may not be amended except by mutual written agreement with an officer of Company. No oral representations are
enforceable or are part of this agreement. Any amendments must be in writing and signed by an officer of the Company. Customer has read all
provisions and received a copy of this Agreement.
13. INSTALLATION SPECIFICATIONS. Customer agrees to provide an equipment room that meets environmental and electrical requirements for the
installation of telecommunications equipment, including but not limited to the following:
(a) An adequate number of electrical circuits provisioned according to the equipment manufacturer's specifications. All Phase Communications
recommends a UPS system;
(b) Conduit, cable trays, wire raceways, and power poles as required by the National Electrical Code, local electrical and fire codes;
(c) Normal business lighting;
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(d) Room temperature ranging between 32-80 degrees Fahrenheit. Customer is responsible for providing air cooling or air conditioning if
required;
(e) Relative humidity not exceeding 80% - non-condensing;
(f) 3-foot minimum clearance in front of the main frame equipment, secured access preferable;
(g) Access to "cold water ground" within 10 feet of the common equipment.
14. ENVIRONMENTAL REQUIREMENTS. Customer shall be responsible for providing a suitable location or locations for the storage and installation
of the Product and for all related work, which shall not contain any "Hazardous Substances". For the purposes of this Agreement, the term
Hazardous Substances shall include without limitation: (i) oil, petroleum or other hydrocarbon derivates or products; (ii) hazardous waste; (iii)
hazardous or toxic substances or chemicals; (iv) fungicides, rodenticides or insecticides; (v) asbestos; or (vi) urea formaldehyde, in each case as
defined by any applicable state, federal, or local laws, rules or regulations. Customer hereby agrees to indemnify and defend Company against any
claim, expense, liability, fee, fine, penalty or damage arising from or related to any breach of this Section 14. Company shall be permitted to
suspend its performance under this Agreement without penalty if it reasonably determines that its performance could violate any law, rule or
regulation or have an adverse impact on health, safety or the environment, until it receives written and/or financial assurances from Customer
reasonably satisfactory to Company.
CITY OF BREMERTON
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ALL PHASE COMMUNICATIONS, INC.
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Account Executive Date
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SCI3EDUI.E A EQUIPMENT PURCHASE SOFTWARE LICENSE AGREEMENT
Pursuant to the Equipment Purchase and Software License Agreement (the "Agreement") dated January 1 l, 2010 by All Phase
Communications, Inc. ("Company") and the City of Bremerton ("Customer") with offices at: 345 6 Street, Suite 600, Bremerton, WA
98337 , it is hereby agreed as follows:
1. THE PRODUCT. The Product to which the Agreement pertains consists of the Equipment and Software and Related Documentation
itemized below:
Quantity Description
2 Rack Mount Kits
1 ShoreGear 90 Switch
1 ShoreGear 220/T1 Switch
20 IP 230 Telephones
5 IP 115 Telephones
1 Voice Mail Quick reference Guides (25)
1 IP 230 Telephone Quick reference Guides (25)
1 IP 115 Telephone Quick reference Guides (25)
20 Extension and Mailbox Licenses
9 Extension Only Licenses
1 Operator Call Manager
36 Hours Professional Services
1 Year Partner Support
Note Customer to provide Server and Power over Ethernet (PoE) Switches
Price includes complete installation, end user training, system administration training, first day in service support, and 1 year parts and
labor support.
CITY of BREMERTON
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Customer Signature Date
ALL PHASE COMMUNICATIONS
APC Signature
Date
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SCHEDULE B
ALL PHASE PARTNER SUPPORT PROGRAM
AGREEMENT
ALL PHASE PARTNER SUPPORT PROGRAM (APPSP) AGREEMENT dated JULY 26` 2010 (the "Effective Date") by ALL PHASE
COMMUNICATIONS, INC. ("Company"), with offices at 317 N. 148`" Street, Shoreline, Washington 98133 and CITY OF BREMERTON ("Customer")
with offices at 345 6`" STREET, SUITE 600, BREMERTON, WA 98337.
In consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Company and Customer agree as follows:
The Product; Authorized Location. This APPSP Agreement pertains to the Equipment and Software described in Schedule A of the Equipment
Purchase, Software License, and All Phase Partner Support Program Agreement and/or APPSP quote attached hereto (the "ProducY'), and
installed at 550 PARK, BREMERTON, WA 98337 (the "Authorized Location"). This APPSP Agreement shall become effective upon acceptance by
an officer of Company. Customer agrees to ensure that the Authorized Location maintains a room temperature ranging between 32°F and 80°F,
relative humidity not exceeding 80% non-condensing, and a three-foot minimum clearance in front of and behind the Equipment. If the Authorized
Location fails to meet these specifications or if the Product is moved from the Authorized Location without the written consent of Company, subject
to such terms and conditions as may be established by Company, then Company shall have the right to terminate this APPSP Agreement without
any refund to Customer.
2. Responsibilities of Company and Customer. Company shall perform all maintenance service and repair and furnish all labor, materials and
replacement parts necessary to keep the Product in satisfactory working condition; provided, however, that unless the coverage selected by
Customer specifically provides otherwise, Customer shall be responsible for the cost of repairs to the Product necessitated as a result of, and
Company shall have no liability attributable to:
(a) Acts or omissions of persons or entities outside the Company, misuse, theft, vandalism, fire, lightning, commercial power failures, power
surges, water or other peril, or acts of God; and
(b) Repairs, maintenance, modifications, additions, relocation or alteration of the Product perFormed by anyone other than Company
representatives and subcontractors, failure of Customer to comply with requirements specified herein or perform recommended preventive
maintenance, or services or products of other vendors, including any telephone company.
Company will maintain the Product in accordance with the following standards:
(a) Only manufacturer's parts, either new or refurbished, of equal or better quality will be used;
(b) The manufacturer's routine preventive maintenance will be followed if elected coverage provides for such preventive maintenance; and
(c) All maintenance will be performed by authorized personnel.
Company is responsible for maintenance of the Product only on the subscriber side of the interface equipment connecting the Product to
Customer's telephone or other utility. Customer agrees that it shall not be entitled to set off any amounts due to Company under this Agreement
against any obligations owed to it by Company hereunder or under any other agreement.
Customer shall be responsible for providing an Authorized Location that shall not contain any hazardous substances, including but not limited to
hazardous or toxic wastes or chemicals, asbestos, and petroleum or hydrocarbon products or derivatives. Customer will indemnify Company
against any claim, liability, or damage arising from the presence of hazardous substances at the Authorized Location. Company shall be permitted
to suspend performance without penalty if its performance could have an adverse impact on its employees' or contractors' health or safety or would
constitute a violation of any applicable law or regulation.
3. Coverage Limits, Response Times and Hours. The coverage, response time and hours of the coverage options are as follows:
(a) Coverage: � Standard 8:00 am to 5:00 pm, excluding weekends and holidays ❑ Extended 24 X 7 X 365
(b) Emergency Service Response: Two hour response in selected areas during normal business hours. Four hour response outside of normal
business hours, weekends, and holidays.
(d) Routine Service Response: Next business day.
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4. Benefits:
Basic Pla� Extended Plan
Type of Protection from Protection 24 Hours A Day,
Service 8:00 AM to 5:00 PM, 7 Days A Week
Monday through Friday,
Excluding Holidays
Emergency Service Customer defines emergency. Customer defines emergency.
No charge for emergency service No charge for emergency service
during the hours listed above. For
service outside the hours listed Response Time: Two hour
above, only standard labor rate of guaranteed response in selected
$125 per hour �'� applies. areas during normal business
hours. Four hour guaranteed
Response Time: Two hour response in selected areas
guaranteed response in selected outside normal business hours,
areas during normal business hours. weekends, and holidays.
Four hour guaranteed response in
selected areas outside normal
business hours, weekends, and
holida s.
Routine Onsite Service No charge for routine onsite service No charge for routine onsite
during hours listed above. For service.
service outside the hours listed
above, only standard labor rate of Response Time: Next business
$125 per hour �'� appties. day.
Response Time: Next business
day
Overtime Service No overtime rates apply. Standard No charge for service. No
(Any service perFormed labor rate of $125 per hour �'� overtime rates apply
applies.
oufside 8:00 AM to 5:00 PM,
Monday through Friday,
excluding holidays)
Remote Service No charge for remote service. No charge for remote service.
(lncludes Remote Moves,
Additions, or Changes.)
Onsite Moves, Additions Standard rate of $125 per hour�'� Standard rate of $125 per hour�'�
or Changes applies. 10% discount off standard applies. 10% discount off
list price for matenals standard list pnce for matenals.
Priority dispatch. Priority dispatch.
Trip Charge Waived. Waived.
End User and Operator No charge. No charge.
Training
System Administration 4 hours. 8 hours.
Training
Application Design No charge. No charge.
Assistance, Onsite
Surveys
Annual Line Tra�c No charge. No charge.
Analysis Based on Your
System Reports�Z��
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Basic Plan Extended Plan
Type of Protection from ProtecUon 24 Hours A Day,
Service 8•00 AM to 5:00 PM, 7 Days A Week
Monday through Friday,
Excluding Holidays
Telephone Company No charge. No charge.
Onsite Line
Troubleshooting
System Backups No charge No charge.
�'� Current standard labor rate subject to change.
� If system is capable of generating line and line group reports.
Delay. Company shall not be liable for any delay of performance under this APPSP Agreement, or any damages suffered by Customer as
a result of such delay, when such delay is directly or indirectly caused by or results from any act of God or other intervening external
cause, accident, governmental laws or regulations, labor disputes, civil disorder, transportation delays, or any other cause beyond the
reasonable control of Company.
Limitation or Liability. Companys sole obligation under this APPSP Agreement is to maintain the Product in good working order in accordance with the
terms and conditions set forth herein. COMPANY MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, WITH RESPECT TO THE PRODUCT OR AGAINST FRAUDULENT USES OF
THE PRODUCT THAT MAY BE MADE BY ANY THIRD PARTY OR AGAINST TOLL FRAUD. CUSTOMER AGREES THAT COMPANY SHALL HAVE NO
LIABILITY FOR DAMAGES, INCLUDING BUT NOT LIMITED TO INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, FOR FAILURE
OF THE PRODUCT TO OPERATE IN GOOD WORKING ORDER FOLLOWING PERFORMANCE OF MAINTENANCE BY COMPANY. IN THE EVENT
OF SUCH OCCURRENCE, CUSTOMER'S SOLE REMEDY WILL BE THE PROVISION OF ADDITIONAL SERVICE BY COMPANY IN ACCORDANCE
WITH THE TERMS AND CONDITIONS OF THIS APPSP AGREEMENT. Company is not responsible for voice quality across the Intemet or other networks
not supporting QOS. Company makes no warranties as to the lawfulness of using any feature of the Product to monitor record or forvvard any oral, wire, or
electronic communication. Customer agrees to use the Product in compliance with federal, state, and local laws, and to indemnify Company against all daims
or liability under any privacy, electronic surveillance and other laws arising from the use, possession, installation, and sale of the product.
7. Assignment. This APPSP Agreement may not be assigned by Customer without the prior written consent of Company.
8. Subcontracting. Company may subcontract any of the work to be performed by it hereunder with Customer's written approval.
9. Severability. The invalidity or unenforceability of any provision of this APPSP Agreement shall not affect the validity or enforceability of the other provisions,
and this APPSP Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted. Company and Customer agree to
substitute for any invalid or unenforceable provision a valid and enforceable provision that most closely approximates the economic effect and intent of the
invalid and unenforceable provision.
10. Automatic Renewal. This APPSP Agreement shall be automatically renewed for a period of one year (the "Renewal Term"), on the same terms and
conditions set forth herein, unless, at least 30 days prior to the expiration of the Term, either Company or Customer shall have given written notice of non-
renewal. In the event of automatic renewal, an APPSP Fee for the Renewal Tertn shall be set by Company in accordance with its prevailing rates and price
adjustrnents in effect for the service to be provided.
11. Time and Materials. Any senrice perFormed by Company when this APPSP Agreement is not in effect, any senrice performed outside the hours or limits of
the coverage selected by Customer, and any service on products not listed in the APPSP quote will be billed in accordance with Company's prevailing labor,
parts and materials rates, with payment due and payable to Companys authorized representative upon satisfactory completion of the service performed.
12. Cancellation and Refunds. The performance of any work on the Product by any unauthorized persons will void this APPSP Agreement without benefit of
refund. If Customer has not breached this APPSP Agreement and cancels it, a refund will be made to Customer in an amount equal to the prorated portion of
the APPSP Fee for unused Term, less 25% of the annual APPSP Fee. All requests for refunds must be in wri6ng to: All Phase Communications, Inc., 317 N.
148"' Street, Shoreline, Washington 98133.
13. Entire Agreement. The terms and conditions of this APPSP Agreement constitute the entire agreement between Company and Customer with respect to its
subject matter and may not be modified or amended except by mutual written agreement. Customer has read all provisions and received a copy of this
APPSP Agreement.
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CITY OF BREMERTON
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Customer Signature Da e
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Name (Print or Type) Title
ALL PHASE COMMUNICATIONS, INC.
Account Executive
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Date
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Management Approva Title