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Home My WebLink About2012-050 Planning - CrossBridge Solutions Inc for Lake Orange Remote Internet Cell Moderm Monitoring~2a ~ ~-r3..s o /~ian~~ tiAME d,YD ADDRESS pF USER: Orange County Govemment P.O. Box 8181 Hillsboroagh, NC 27278 GPRS/G~r AIItTIME SER AGREEMFNT AGREEMEN'f NO: CUSTOMER NO: WHEREAS, CROSSI~RIUGL; SOLU7TONS, INC. ("CROS3BRIi)UE") is a resellcr of certain wire(ess data services offered by GPRS CARRIER to CROSSBRIDGE pursuant to that certain Data Reseller Agreement (the "Reseller AgreemenY') between CROSSBRIDGS and GPRS CARRIER, dated as of September 1d;2006;and WIIEREAS, Orange County (iovemment ("USER") wishes to roceive the Service (hereinafter defined) as it is provided by CROSSBRIDGE. NOW,17iEREFO}tE, CROSSBRIDGE and USER agrce as follows: 1. ACCEPTANCE: This document is an offer by USER which will become a wrnract when accepted in writing by an officer of CROSSBRIDGE, It is agreed that the service offerings idantified in this Agree~nent are made only on the tem~s and conditioru herein. CROSSDRIDGE shalt not be bound by terms and conditions in USER's purchase order or elsewhere unless expressly agreed to in writing by an officer of CRQSSBRIDGE. In the absence of written acceptance of these terms, acceptance of services hereunder shall constitute an acceptance of these.terros and conditions by USER. 2. SERVICE: CROSSBRIDGF shall provide the Service to USER on th~ terms and conditions provided herein. The "Service" shall mean the wireless GSM/GPRS telecommunications services provided by GPRS CARRIER on the GPRS CARRk?R wireless network for resale by CR03SBRII)GE pu~uant to the Iteseller Agreement. 3. CHARGE STRUC'fURE: USER agrees to pay the charges as set forth in Attachme~t A. 4. TAXES: In addition to the chatges due under ihis Agreement, USER agraes to pay amounts equal to any ra~ces payable by CROSSBRIDUF, or USLR resulting f'rom this A~~reement, exclusive of ~ces based on CROSSBRIUCiF.'s net incorne. 5. BILI.ING: CRUSSARIDGL shall bill USER on a monthly basis for the Service. Upon termination of this Agreement £or any re~son, all amounts outstanding sl~all become immediah;ly due and owing. 6. TERM AI~D TERI~IINATION: This Agreement will remain in ef~ect from the date it is accepted by CROSSBRIDGE witil such time as either CKOSSBRTllGE or USER terminates this P.greement upon thirty (30) days' prior written notice. Upon the termination of the Agreement, GPRS CARRIGR may, at its sote discretion, wish to conhact directly with the USF.R to provide dxta service, but GPRS CARRIER is under no obligation to do so, and CROSSBRIDGE makes no representation that GPRS CARRIER would do so in azry event. 7• SUPPORT FOR ADDITIONAL UNITS: Sarvice for xdditional USFiR terminals, if available, will be provided under these same terms and conditions if USER is not otherwise in default under this Ageement. 8. COVENANTS OF USER: USER agrees to use the Sen~ice pu~suant to the terms and condftions set forth in this Agreement, which such terms a~d conditions shall include, but aze not limited to, those terms and conditions found in Attachment B attached hereto. 9. DEFAULT AND RF.NIF,DIES: If OSER fails tu make any payment of any sum due after thirt~~ (30) days, CR03SBRIDGE may add a service charge at the ma~cimum rate permitted by applicable law. Such additional charge shall be due and payable upon receipt of invoice. If USER fails to make any payment of any sum due or fails to perform as required by any other provision hereunder, and corrtinues in such failure for fifteen (15) days' after written notice has been sent by CROSSBRIDGE to USER, USER shall be deemed in defautt under this Agreement. In the event of default, CROSSBRIDGB has the right to immediately terminate this Agreement, retain all payments made herew~der, deny USER any service provided under this AgreemenL Each and all of the rights and remedies of CROSSBRIDGE hereunder are eumulative to and not in lieu of each and every oiher such right and remedy. 10. AGREEMENT MODIFICATION, CROSSI3RIDGF, may malify the price, terms and conditions of this Agreement in its sole discretion upon thirty (30) deys' written notiee to USER. Such notice, not~~ithstanding anything in the Agreement to the contrary, may be made via etectronic mail, retum receipt requested, which such notice shall be considered effective wheu sent. USER may then, prior to the zffective date of such amendment, tarminate the Agrecment by providing ~vritten notice. Othenvise, the changes shall become effective on the date spec:ified. 11. FORCE MAJEURE: GPRS CARRIF,I~ CROSSBRID(iE and their subcontractors do not assume and shali have no liability undcr this Agreement for failare to provide, or delay in providing services due duecHy or indirect7y to causes beyond the control of GPRS CARRIER, CROSSBRIDGE and their subcontractors including, but not restricted to, acts of God, or govemmental entities, or of the pablic enemy, or of USF,R; strikes, or unusually severe weather conditions. 12 USER PRUGRAM AND DATA SECURITY: USER progams and data which come into CROSSBRIDGE's custody under this Agreement will be protected in accordance with CROSSRRIDGE's applicable security procedures. USER rec;ognizex that the effectiveness of these procedures is dependent upon USER implementing those aspects of the procedures which are under USER control. Consequently, USER releases CROSSBRIDGE from all liability for the loss or alteration of USER's prograrns or data or their acquisition by another party, except for CROSSBRIDGE's failure to implement those aspects of the security procedure which aze under CROSSBRIDGE's control. 13. WARRANTIES: USER recognizes that CROSSBRIDGE is a reseller of the Service and any hazdware or equipment that CROSSBRIDGE may choose to resell to USER, from time to time, and, accordingly, CROSSBRIDGE shal( provide the Service on an "as-is" basis, and that no warranties, express or implied, aze hereby given by CROSSBRIDG6 to USER, including, but not limited to warranues of inerchantability or fitness for a particular putpose. USER recognizes that tbe Service is subject to the terms and conditions of this Agreement, including but not limited W the tenns and conditions contained in Attachment B. USER FiAS NOT RELLED ON AND WILL NOT CLAIM THAT IT IS GNTI'I'LED "f0 '1'FIE BENEFITS OF ANY REPRESENTATIONS, PROMISES, DESCRII'TION OF SERVICES OR OTHER STATEMiNT NOT SPECIEICALLY SET FORTH IN THIS AGREEMENT. 14. SERti'ICE UUTAGE: In the event of a total outage of the Sen~ice that is ~ot caused by USER and which lasts for a period of tweniy-four (24) hours or more, a credit allowance will be made at USER's request in the form of a pro rata adjustment of the fixed charges bil(ed by CROSSBRIDGE to USF.R. Periods of discontinuous outage may not be accumulated in determining if an outage has continued for at least twenty-four (24) hours. In order to receive such credit, USER must submit a written request to CROSSBRIDGE, stating the date and location of the outage, the devices at~ected, and such other information as CKOSSBRIDGE may reasonably require. Such notice must be received by CROSSBRID('E within three (3) business days following the last d~e of the period of outage. EXCF,PT AS PROVIDED HEREIN, CROSSBRIDCiE SHALL INCUR NO LIABILITY POR SERVICE OUTAGFS. USER agrees that no refund shall be made for an outage which does not exceed one hundred doltazs ($]00.00). CROSSBRIDGE's liabiliry pursuant to this section 14 shall be limited to the full amount of eny credit albwance, reimburseme~t or refund received from GPRS CARRIER for total outages of the Service which are applicable to usage by USER, as determined oq., on n pro-rata basis when USER's usage is compared to usage by ocher end users that CROSSBRIDGE has contracted with pursuant to thc R~.seller Agreement. 15. LIMITATION OF LIABILI7'Y: CROSSBRIUGE and its s~abcontractors' total liability for Any other claim arising out of or in any way conneuYed with this Agreemen~ and USER's sole remedy regardless of the furm of the action (whether in contract, tort or othera,~ise), is limited to the payment by CROSSBRIDGE of actual damages, not co exceed the amount paid by USER for the Service during the two (2) month period preceding the date the claim arose. In uo event shall CROSSBRII~G£ be liab]e for incidental w consequentiat damages (including withouf limitation, lost profits) to the fup extent such may be disclaimed bp law. 16. GF.NERAL: No revision of this Agreement beyond that contemplated by Section 10 [Agreement Modification] of this Agreement shall be valid unless made in writing and signed by an officer uf CROSSBltIDGE and an authorized agent of USER. LISER may not assign or transfer this Agreemznt without the prior ivritten coasent of CROSSBRIDGE. Fedure or delay on the part of CROSSBRIDGE or USER to exercise any right, remedy, power or privi(ege hereunder shall not operate as a waiver thereof, except as otherwise provided herein. A waiver, to be effective, must be in writing and signed by the party making the wuiver. A~~ritten waiver of a default shall not operate as a waiver of any other default vr of the same type default on a future occ;asion. Neither purty may bring an actiun, regardless of form, arising out of this Agreement mwe than one year after the cause of action has arisen. CROSSBRIDGE may not brin~; an action for nonpayment more Ifian hyo years after the dstc the last payment was due. If any provision of this Agreement or the application thereof to any pe~on or circumstance, shall at any time or to any e~ctent, be invalid or unenforceable, the rernainder ofthis A~reement shalt not be atTccted thereby. Anp norice or demand required or permitted to be given or made hereamder shall be given or made by certified or registered mail, by Federal Express (or other rcputable ovemi~;ht delivery service which maintains a record of dclivery), or by aclmowledged receipt of elecuonic mail to: tJSER CROSSBRIDGE SOLUTTONS Frank W. Clifton, Jc Rcxi Massie (919) 245-2300 (o) (847) 478-4489 (o) 919 644-3004 847 478-4700(~ Coun Man er President e-mail: f~lifto co.oran e.nc:us rmassi crossbrid solutions.com Orange County Govcmment CrossBridge SoluNons, Inc. P.O. Box 8181 300 Knightsbridge Parkway Hillsborou~h, NC 27273 Snite 120 Lincolnshire,IL 6Q(169 This Agreement constitutes the entire agre~ment of the parties and sha11 supenecie all prior offers, negotiations and agreeinents. This Agreement shall be construed in accordance with a~ul govemed by the laws of the '''. State of North Carolina. The parties further agree that jurisdiction and venue for all disputes shaU be proper only in the state and federal courts located in Orange Counh, North Carolina and Middle District ofthe State of North Carolina. The parties acknowledge that they have read this Ageement, understand it, and agee Yo be bound by its terms and conditions. ORANGE COUN'CY GOVERNMENT ~ ~ , BY: ~ / (A ori7 Signature HY ~ ~ -rrrLE: ~ b •n~F: DATE: C) t 2' ~ r~i~ DATG: CROSSBRIDGE SOLUTIONS , ~ _- _~ ; ~ = --~.._._~~~.'=~~~--' \ (~.utho ' ~ atuv~~---- f ~~St o~I~l7'"~ j~~~ ~Vl l~-S~( ~.. 03a 0'~. ~O !~. ~. ~ ATTACHMENT A ONE-TIME CHARGES: Modem Activation Fee: $20.00 modem, ($10 for the card, $10 for the SIM activation) MONTHLY CHARGES: ~$1.00 per modem per month for Static II' capability option OR ^$0.00 for Dynamic IP capability option Weekly Usage Report is $0.00 for the lst email address. Additional per Email Address Fee is $10.00. Non-SMPP Bind SMS will be billed out at $0.14/SMS Message. *Rate plan changes will not take e,~`'ect until the beginning of the next GPRS CARRIER billing cycle. International KB will be billed at $.03 / KB International Mobile Originated SMS at $.60 / SMS International Mobile Terminated SMS at $.25 / SMS # Internet Access Mont6ly Installation Move, Add, Target Install Date - Ordered C6arge* (One-time Fee) Chauge Fees ---- ConsulHng Hours Incladed ** __ - ----------- ---------------------------------------- Internet Direct Access ._ _ - $ 50.00 ------------------- $ 50.00 - $ 30.00 y 3 Business Da s (~ ~ T~rnsi S~ Software "-- ~ 50.Q0 --- WAIVED ---- --------------- -----5 _ 30-~ ------ - ----5 Bus. Days- y4 Hr:': -- - - ----------- ---------------------------------------- Additional Username & Password ------------- $ 1.00 $ 10.00 -- -- --- ------------------------ ----------- ---------------------------------------- Internet Tunnel Standazd Hardware ** - - - -- S 50.00 ------------------- $ 495.00 ---------------- - $ 200.00 *** 10 Bus. Days - 2 Hrs ---------------- --- ----------- ------------------------ --------------- Intemet Software VPN Client ------------- $ 70.00 ------------------- $ 95.00 --------------------- $ 50.00 ------- y ---------- 10 Bus. Da s- 2 Hrs *** --- ------------------------ ----------- -------------------------*# ------------ Internet Hardware VPN ------------- $ 100.00 ------------------- $ 895.00 -------------- $ 200.00 ~~s 10 Bus. Days - 2 Hrs --- ------------------- ----------- ---------------------------------------- Intemet VPN LAN to LAN ------------- $ 70.00 ------------------- $ 1,000.00 --------------------- $ 50.00 --------------------- ----- **s 10 Bus. Days - 2 Hrs ------------------------------- ----------- ---------------------------------------- Changes to UP Address ------------- ------------------- $ 50.00 * Monthty Maintenance Fee Per Host Communication Line - NetworkLink ** $1000.00 will be charged for equipment not returned ***All Consulting Time over the Included Install Hours will be billed at $160.00/Hour Pqs3 (note: charges only apply for rate plan chosen) A'Y'TACH1dIENT B COMPLIAIITCE WITH APBLICABLE LAWS: User must observe and abide by all applicable statutes, laws, ordinances, rules and regulations including, but not limited to, those of the FCC. EOUIPMENT & ACCESS• User is responsible for safeguarding its equipment and such EquipmenYs access to Service. For example, but without limitation, such safeguarding includes protecting its account information/number, and by using firewall, anti- virus, anti-spam, or similar protective measures. User is responsible to pay for any virus-related, spam-related, or other such similar resulting usage of the Service. User may only activate SIM's purchased from CROSSBRIDGE. User may not activate any device that it has reason to believe was sold by GPRS CARRIER to any GPRS CARRIER dealer or retailer. User may not activate, deploy or utilize any wireless application not previously approved by CROSSBRIDGE. CERT'IFIED DEVICES. User may not use or acrivate any device on the Cingular Network that has not been certified by Cingular for use on the AT&T Network. ABUSIVE OR FRADULENT USE• Service to USER may be restricted or cancelled if there is a reasonable suspicion of abuse or fraudulent use. USER agrees to make good faith efforts to minimize abuse or fraudulent use, to promptly report to CROSSBRIDGE any such abuse or fraudulent use of which USER becomes aware, and to cooperate in any investigation or prosecution initiated by CROSSBRIDGE or GPRS CARRIER. Abuse and fraudulent use of Service include, but aze not limited to: (i) Attempting or assisting another to access, alter, or interfere with the communications of and/or information about another wireless customer; (ii) Tampering with or making an unauthorized connection to the Network; (iii) Installing any amplifiers, enhancers, repeaters, or other devices that modify the radio frequencies used to provide the Service; (iv) Subscription Fraud; (v) Using Service in such a manner so as to interfere unreasonably with the use of Service by one or more other wireless customers or End Users or to interfere unreasonably with GPRS CARRIER' ability to provide Service; (vi) Using Service to convey obscene, salacious, or unlawful information; (vii) Using Service without permission on a stolen or lost Device; (viii) Unauthorized Access. USER shall have sole liability for charges, costs or damages resulting from (i) Subscription Fraud by USER, its employees or agents, (ii) any theft of a Device, a User ID number, or password associated with the Service as a result of the negligence of USER, its employees or agents; (iii) any abuse or fraud facilitated by USER, USER's employees or agents, or (iv) any failure to give prompt notice of suspected abuse or fraudulent use based on information available to USER. SEItVICE: USER ACKNOWLEDGES THAT SERVICE IS MADE AVAILABLE ONLY WITHIN THE OPERATING RANGE OF TI~ GPRS CARRIER NETWORK. SERVICE MAY BE TEMPORARILY REFUSED, INTERRUPTED, OR LIMITED BECAUSE OF: (a) FACILITIES LIMITATIONS; (b) TRANSMISSION LIMITATIONS CAUSED BY ATMOSPHERIC, TERRAIN, OTI-~R NATURAL OR ARTIFICIAL CONDITIONS ADVERSELY AFFECTING TRANSMISSION, AND OTHER CAUSES REASONABLY OUTSIDE OF CROSSBRIDGE'S OR GPRS CARRIER' CONTROL; OR (c) EQUIPMENT MODIFICATIONS, UPGRADES, RELOCATIONS, REPAIIZS, AND OTHER SIMII,AR ACTIVITTES NECESSARY FOR TI~ PROPER OR IMPROVED OPERATION OF SERVICE. CONNECTIONS MAY BE "DROPPED" (I.E., INVOLUNTARILY DISCONNECTED) FOR A VARIETY OF REASONS, INCLUDING, WITHOUT LIMITATION, ATMOSPHERIC CONDITIONS, TOPOGRAPHY, WEAK BATTERIES, SYSTEM OVERCAPACITY, MOVEMENT OUTSIDE A SERVICE AREA OR GAPS IN COVERAGE WITHIN A SERVICE AREA. CROSSBRIDGE AND GPRS CARRIER SHALL INCUR NO LIABILITY FOR THEIR INABILITY TO PROVIDE ADEQUATE SERVICES HEREUNDER IF SUCH INABILITY IS DUE TO THE ABOVE LIMITATIONS OR TO CAUSES BEYOND THE REASONABLE CONTROL OF CROSSBRIDGE OR GPRS CARRIER. NOR SHALL CROSSBRIDGE OR GPRS CARRIER BE RESPONSIBLE FOR ANY ACT OR OMISSION RELATED TO NON-GPRS CARRIER EQUIPMENT OR SYSTEMS USED IN CONNECTION WITH TF~ SERVICE. ~.. ItOA1VIING: TO TI~ EXTENT ROAMING IS MADE AVAILABLE, CROSSBRIDGE WILL PROVIDE THE SAME ACCESS TO ROAMING CAPABILITIES (INCLUDING "IN-AREA" ROAMII~TG WHERE AVAILABLE) THAT IS MADE AVAILABLE BY GPRS CARRIER TO OTI~R SIl~,ARLY SITUATED END USERS PROVIDED THAT EQiJIPMENT WITH SIlV~,AR TECHTTICAL CAPABILITIES AND PROGRAMMING IS USED BY END USERS. THE AVAILABILITY OF ROAMING SERVICES, AND THE CHARGES FOR THOSE SERVICES, IS DEPENDENT IN PART ON THE TYPE OF EQUIl'MENT USED BY END USERS AND THE PROGRANIl~IING OF THAT EQUIPMENT. CROSSBRIDGE AND GPRS CARRIER MAKE NO WARRANTIES OR REPRESENTATIONS AS TO THE AVAILABILITY OR QUALITY OF ROAMING SERVICE PROVIDED BY OTHER WIRELESS CARRIERS, AND CROSSBRIDGE AND GPRS CARRIER SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY ERRORS, OUTAGES, OR FAILURES OF ROAMING SERVICES PROVIDED BY OTHER WIRELESS CARItIERS. IF GPRS CARRIER, OR ANOTHER ENTITY WITH WHOM GPRS CARRIER HAS A ROANIlNG AGREEMENT, DISCOVERS OR SUSPECTS ABUSE OR FRAUD WITH RESPECT TO CERTAIN NUMBERS, TI~N ROAMING PRIVILEGES MAY BE SUSPENDED WITH RESPECT TO SUCH NUMBERS. CROSSBRIDGE SHALL USE CONINIERCIALLY REASONABLE EFFORTS TO PROVIDE USER WITH PRIOR, OR PROMPT SUBSEQUENT, IVOTIFICATION OF THE SUSPENSION OF THE ROAMING SERVICE. CROSSBRIDGE AND GPRS CARRIER SHALL HAVE NO LIABILITY TO USER REGARDING THE UNAVAILABILITY OR SUSPENSION OF ROAMING SERVICE BY OTI-~R CARRIERS. TO THE EXTENT ACCESS TO ROANIING CAPABILITIES IS PROVIDED TO CUSTOMER, IT SHALL BE DEEMED TO BE PART OF THE "SERVICE", AND THE USE OF SUCH ROANIING BY CUSTOMER OR CUSTOMER END USERS SHALL BE GOVERNED BY TI-~E PROVISIONS OF THIS AGREEMENT. PRNACY: THE SERVICE HAS MANY COMPLEX ELEMENTS AND IS NOT GUARANTEED AGAINST EVESDROPPERS, HACKERS, DE1vIAL OF SERVICE ATTACKS, VIRUSES, OR INTERCEPTORS. USER AGREES THAT GPRS CARRIER AND CROSSBRIDGE SHALL NOT BE LIABLE TO USER FOR ANY LACK OF PRIVACY OR SECURITY. RELATIONSHIP WITH GPRS CARRIER: USER HAS NO CONTRACTUAL RELATIONSHIP WITH GPRS CARRIER AND USER IS NOT A THIlZD PARTY BENEFICIARY OF ANY AGREEMENT BETWEEN CROSSBRIDGE AND GPRS CARRIER. USER UNDERSTANDS AND AGREES THAT GPRS CARRIER SHALL HAVE NO LEGAL, EQUITABLE, OR OTI~R LIABILITY OF ANY KIND TO USER. IN ANY EVENT, REGARDLESS OF THE FORM OF THE ACTION, WHETHER FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTI~RWISE, USER's EXCLUSIVE REMEDY FOR CLAIl~IS ARISING IN ANY WAY IN CONNECTION WITH THIS AGREEMENT, FOR ANY CAUSE WHATSOEVER, INCLUDING BUT NOT LIl~IITED TO ANY FAILURE OR DISRUPTION OF SERVICE PROVIDED HEREUNDER, IS LIMITED TO PAYMENT OF DAMAGES IN AN AMOUNT NOT TO EXCEED Tf~ AMOUNT PAID BY USER FOR'IT~ SERVICE DURING TI~ TWO (2)-MONTH PERIOD PRECEDING Tf~ DATE TF~ CLAIM AROSE. USER SHALL INDEMNIFY AND HOLD HARMLESS GPRS CARRIER AND ITS OFFICERS, EMPLOYEES, AND AGENTS AGAINST ANY AND ALL CLAIMS, INCLUDING WITHOUT LIMITATION CLAIMS FOR LIBEL, SLANDER, OR ANY PROPERTY DAMAGE, PERSONAL INJURY OR DEATH, ARISING IN ANY WAY, DIItECTLY OR INDIRECTLY, IN CONNECTION WITH THIS AGREEMENT OR TI~ USE, FAILURE TO USE, OR INABILITY TO USE TF~ NUMBER EXCEPT WHERE THE CLAIMS RESULT FROM GPRS CARRIER's GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. THIS INDEMIVITY SHALL SURVIVE THE TERMINATION OF TF~ AGREEMENT. USER HAS NO PROPERTY RIGHT IN ANY NUMBER ASSIGNED TO IT, AND UNDERSTANDS THAT ANY SUCH NUMBER CAN BE CHANGED FROM TIME TO TIME. USER UNDERSTANDS THAT CROSSBRIDGE AND GPRS CARRIER CANNOT GUARANTY TI-~ SECURITY OF WIItELESS TRANSMISSIONS, AND WILL NOT BE LIABLE FOR ANY LACK OF SECURITY RELATING TO TI~ USE OF TI~ SERVICES. r,pe s