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2/24/2021 Quote: 397773 / City of Santa Ana - Dash T. Xcot-.UNICATIONS Equipment Addendum -Installment Payment Purchase This Equipment Addendum (this "Equipment Addendum") amends and modifies the Telecommunications Account Agreement (TAA) or Master Service Agreement (MSA) (referred to herein, as so amended and modified, as the "Agreement") between U.S. TelePacific Corp. d/b/a TPx Communications and/or its affiliated companies ("TPx") and Customer. This Equipment Addendum governs devices supplied by TPx (devices collectively referred to herein as "Equipment"), and which said Equipment is used in conjunction with any of TPx's Services and is purchased by Customer from TPx via installment payment purchase. 1. EQUIPMENT ACQUISITION Devices used in conjunction with any of TPx's Services (referred to herein as "Equipment') may be purchased by Customer from TPx via installment payment purchase option. Any Equipment governed by this Equipment Addendum will be described on the schedule substantially in the form of Exhibit I hereto delivered from time to time at the time of purchase (or other provisioning) thereof by TPx to Customer and authorized or otherwise confirmed by Customer (each, a "Delivered Equipment Schedule'). The terms of each Delivered Equipment Schedule shall be, and hereby are, fully incorporated by reference herein. 2. INSTALLMENT PAYMENT PURCHASED EQUIPMENT a. Installment payments will be added to each monthly invoice delivered to Customer under Section 2(e) of the Terms and Conditions Attachment to the Agreement, for the duration of the Initial Service Term, spread evenly over the total number of months contracted, in the amount(s) to be shown on the related Delivered Equipment Schedule(s). b. If, prior to the end of the Service Term, Services associated with any Equipment purchased via this Equipment Addendum are terminated for any reason, Customer shall remain liable for all remaining installment payments for the affected Equipment. c. Customer's obligations to make payments under any installment purchase of Equipment are separate and independent from Customer's obligations to make payments on the Services. d. Customer agrees that the right of TPx to receive installment payments relating to the Equipment purchased via this Equipment Addendum may be sold, transferred or otherwise assigned by TPx without consent. e. Credit Allowances. Credits granted by TPx for the interruption of services may not be applied to Equipment purchases or payments due or to become due under the Agreement (including this Equipment Addendum). f. Certain Waivers. Notwithstanding any provision contained in the Agreement (including this Equipment Addendum) to the contrary, it is agreed by the parties that: i. Customer agrees not to assert any claim, set-off, recoupment, withholding or defense against TPx, any of its affiliates or its assignees or designees, that Customer may have against TPx, its affiliates or its assignees or designees, as applicable, in connection with the Agreement or any other agreement pursuant to which TPx (or any of its affiliates or designees) provides services to Customer or against the manufacturer of any equipment obtained under this Equipment Addendum; ice/��id=1377739&de1eteAfterServ1ng=1&inline=1 15/21