Item 17 - Agreement with TPX Communications for Telecom Services

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2/24/2021 Quote: 397773 / City of Santa Ana - Dash https://dash.tpx.com/ribeye/service/file?id=1377739&deleteAfterServing=1&inline=1 16/21 ii. any assignee to which TPx shall assign its right to payments hereunder shall not have any obligation or responsibility to Customer pursuant to the Agreement (including this Equipment Addendum), and any such payment assignment shall not relieve TPx of any of its obligations hereunder and thereunder; iii. CUSTOMER AGREES THAT ITS OBLIGATION TO MAKE ALL PAYMENTS WHEN DUE IN ACCORDANCE WITH THE AGREEMENT (INCLUDING THIS ADDENDUM) SHALL BE ABSOLUTE AND UNCONDITIONAL AND SHALL NOT BE SUBJECT TO ANY ABATEMENT, REDUCTION, SET-OFF, DEFENSE, COUNTERCLAIM, INTERRUPTION, DEFERMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER; iv. where Customer does not make any payments under the Agreement (including this Equipment Addendum) pursuant to any of the foregoing conditions, TPx, as service provider pursuant to the Agreement, shall have the right to terminate Customer’s right to use and receive the software and any maintenance pursuant to the Agreement; and v. any affiliates, assignees or designees of TPx, and any collateral agent, administrative agent, or subsequent receivables purchaser is an intended third party beneficiary of the Agreement (including this Equipment Addendum) and therefore entitled to enforce the terms of the Agreement (including this Equipment Addendum) directly against Customer. Customer agrees that notwithstanding anything in the Agreement (including this Equipment Addendum), TPx and its assignees may at any time and without notice further assign the payments owing hereunder, in whole or in part. g. Ownership of Equipment. As the owner of the Equipment, Customer is the beneficiary of any applicable warranty and is responsible for all taxes, insurance and risk of loss related to the Equipment. h. Acceptance. Customer acknowledges acceptance of the Equipment upon delivery. i. Equipment Purchase Cancellation. Customer may cancel an Equipment purchase within twenty-four (24) hours of signing this Equipment Addendum. Notification of order cancellation must be emailed to billing@tpx.com. Cancellation of orders after twenty- four (24) hours will result in an order cancellation charge equal to 10% of the total amount for Equipment purchased. j. Shipping Charges and Taxes. Customer is responsible for all delivery or shipping charges, installation charges, and applicable taxes. k. Warranty on Installment Purchase Payment Equipment. i. Maintenance of Equipment. TPx will provide maintenance and support for Equipment purchased from TPx, including software updates and patches, for as long as Customer maintains its associated Service with TPx. ii. TPx Replacement Obligation. For Equipment purchased from TPx, TPx will replace any failed devices for as long as Customer maintains its associated Service, Customer’s account remains in good standing, TPx has reasonable access to replacement Equipment, and Customer returns the Equipment in accordance with the terms stated within the manufacturer warranty; provided that TPx and Customer agree that Customer’s obligations to make payments on the Services, on the one hand, and Customer ’s obligations to make payments on the Equipment purchased through an installment purchase option, on the other hand, are separate and distinct obligations of Customer and are subject to Section 2(d) of this Equipment Addendum. The replacement item may be a new or reconditioned device of equal or comparable value. The TPx replacement obligation starts when Equipment is delivered to Customer, lasts for the duration Customer maintains an associated Service, and overlaps the manufacturer's warranty. It covers accidental damage, liquid damage, or any Equipment defect. Associated shipping and/or service order fees may apply. ENV91971328-9742-EAEE-4663-DBAC 03/11/2021 21:41 PM UTC