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12/7/2012 Quote # 11719
=MUM
For:
City of Oak Park Heigts -City Hall ESP Monitoring
To:
Eric Johnson
City of Oak Park Heights
Oak Park Heights
14168 Oak Park Blvd, N, MN 55802
651 - 439 -4439
From:
Robert Chapin
Sales Representative
robert.chapin @diebold.com
Project Site:
City of Oak Park Heights
Oak Park Heights
14168 Oak Park Blvd, N, MN 55802
651-439-4439
_MOLD
INNOVATION DELIVERED®
Customer. City of Oak Park Heights Quote # 11719 rev 1
Scope of Work
VI. Sequence of Operations:
Diebold to Reprogram Existing Pacom 1057 Panel and intrusion devices for Alarm
Monitoring and Train Customer when the Monitoring Conversion is Done.
3 of 6 4,1EBOLD
INNOVATION DELIVERED
Customer. City of Oak Park Heights Quote # 11719 rev 1
Schedule "D" - Service and Su • • ort Offerin • s Priced Se • aratel
Combo Fire and Alarm Monitoring 1 -16 Zones 1 00- 067662 - 0000 $42.70
Monitoring for up to 80 Zones 1 00- 066185 -0000 $4.90
Remote Panel Arming & Remote Panel Programming 1 00- 065719 -0000 $6.50
4 of 6 SED
INNOVATION DELIVERED(
Customer. City of Oak Park Heights Quote # 11719 rev 1
Purchase Investment Summary
Included in the cost below is the specified scope of work, the equipment indicated on the Schedule
A, and a One -Year parts and labor warranty.
Total: $461.54
*Prices quoted do not include Sales or Use tax. Applicable Sales and Use tax will be added to the quoted prices.
Diebold Monthly Services and Support (Schedule D) - 1st Year. (Purchased Separately): $54.10
Diebold Monthly Services and Support (Schedule D) - after Warranty Period. (Purchased $54.10
Separately):
Billing Terms
Invoice will occur per negotiated billing terms of the Agreement
100% Upon Agreement Date.
T his proposal is valid for 30 days 5 of 6 PIE
INNOVATION DELIVERED "
Customer. City of Oak Park Heights Quote # 11719 rev 1
Thank you for the opportunity to provide this proposal. Please sign, date and return the proposal in its entirety to
Diebold fax:. Please issue any Purchase Order or other contract documents to Diebold, Incorporated.
Seller: Buyer:
Diebold, Incorporated City of Oak Park Heights
Company Trade, partnership or corporate name if different
from above
Oak Park Heights
, 14168 Oak Park Blvd ■ , MN 55802
Address Address /
Robert Chapin, Sales Representative E Jo ■ onf,
Account Representative Name & Title
Authorized Signature Date
ffif
ture Date
Name & Title
This proposal is valid for 30 days 6 of 6 `_ED
INNOVATION DELIVERED`
4 1 D Event Monitoring Center Event Monitoring Center
3800 Tabs Drive 3375 Koapaka St.
INNOVATION Ort,vr,rv' Dept. 8317 -S Suite B270
Uniontown, OH 44685 Honolulu, Hawaii 96819
FAX: 1 (330) 498 -2888 FAX: 1(808) 837 - 6458
DIEBOLD EVENT MONITORING CENTER
MASTER SECURITY SERVICES AGREEMENT
This Master Security Services Agreement ( "Master Agreement ") is made this _ day of February, 2013, by and between Diebold, Incorporated ( "Company ")
and CITY OF OAK PARK HEIGHTS ( "Subscriber "). Subject to the terms and conditions hereinafter set forth, Company agrees to provide the services listed on the
Pricing Worksheet and/or New Site Information Form between Company and Subscriber dated as of or subsequent to the date of this Master Agreement (collectively, the
"Services ") in connection with a commercial signaling or video transmission system (the "System ") installed or to be installed at each premises that is the subject of a New
Site Information Form (each, a "Premises "). The Pricing Worksheet, each New Site Information Form and any Revisor On -Line Use Agreement are (i) incorporated by
reference herein and made a part of this Master Agreement and (ii), along with the Master Agreement, referred to collectively herein and therein as the "Agreements."
Subscriber acknowledges and agrees that (i) Subscriber's local municipality may require that Subscriber obtain a license or permit for the installation, use or monitoring of
the System and that Subscriber is solely responsible for determining and complying with such obligations and providing Company with the then current license or permit
number(s) and (ii) an alternative communication device at the Premises is necessary to use the telephone while the System is transmitting data to the monitoring facility.
"Data" or "data" shall mean any form of data transmitted to or from the System including digital, video, audio or any other fonn of data.
SUBSCRIBERS USING SYSTEMS TO TRANSMIT VIDEO DATA MUST PROVIDE BROADBAND CONNECTIVITY (E.G., ISDN, T -1, DSL, CABLE, ETC.)
AT THE PREMISES ENABLING THE SYSTEM TO TRANSMIT AND RECEIVE DATA AT SPEEDS GREATER THAN 56K BPS BITS PER SECOND).
1. Monthly Charges; Term: Payment: Renewal. Subscriber agrees to pay Company the sum per year, plus all applicable taxes, for the Services, as indicated on the
Pricing Worksheet, prepaid, [ ] Monthly [ ] Quarterly [ ] Semi - Annually [X] Annually for a period of [Three (3)] year(s). The Master Agreement shall automatically,
without action by either party, renew annually under the same terms and conditions unless either party gives to the other at least thirty (30) days written notice, prior to
expiration date, of intention to terminate the Master Agreement upon its original or any renewed expiration date or, in the event this renewal provision is not effective for
any reason whatsoever, the Master Agreement shall automatically renew from month to month unless either party gives to the other at least thirty (30) days written notice of
intention to terminate at the expiration of any such term. Time is of the essence with regard to this paragraph.
2. DISCLAIMER/LIMITATION OF LIABILITY. SUBSCRIBER UNDERSTANDS AND AGREES AS FOLLOWS: (I) NEITHER COMPANY NOR ITS
DIRECTORS, OFFICERS, SHAREHOLDERS, AFFILIATED PERSONS OR ENTITIES, SERVICE OR EQUIPMENT PROVIDERS, INDEPENDENT
CONTRACTORS, PARTNERS OR EMPLOYEES (COLLECTIVELY, THE "RELATED PARTIES ") IS AN INSURER; (II) IT IS THE SPECIFIC INTENT OF THE
PARTIES THAT (A) INSURANCE COVERING ALL LOSS, DAMAGE AND EXPENSE ARISING OUT OF OR FROM, IN CONNECTION WITH, RELATED TO, AS
A CONSEQUENCE OF OR RESULTING FROM THE AGREEMENTS, SHALL BE OBTAINED AND CONTINUOUSLY MAINTAINED BY THE SUBSCRIBER, (B)
RECOVERY FOR ALL SUCH LOSS, DAMAGE AND EXPENSE SHALL BE LIMITED TO ANY SUCH INSURANCE COVERAGE ONLY, AND (C) COMPANY
AND THE RELATED PARTIES ARE RELEASED FROM ANY AND ALL LIABILITY FOR ALL SUCH LOSS, DAMAGE AND EXPENSE; (III) COMPANY AND
THE RELATED PARTIES, EXCEPT AS SET FORTH HEREIN, MAKE NO GUARANTEE, REPRESENTATION OR WARRANTY RESPECTING THE SERVICES,
THE REVISOR ON -LINE SERVICES (AS DEFINED IN PARAGRAPH 23 OF THE MASTER AGREEMENT) OR ANY OTHER MATTER WHATSOEVER
INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PURPOSE; (IV) COMPANY AND THE RELATED PARTIES ARE
RELEASED FOR ALL LOSS, DAMAGE OR EXPENSE THAT MAY OCCUR PRIOR TO, CONTEMPORANEOUSLY WITH, OR SUBSEQUENT TO THE
EXECUTION OF THE AGREEMENTS DUE TO THE IMPROPER OPERATION OR NON - OPERATION OF THE SYSTEM (INCLUDING THE COMMUNICATIONS
EQUIPMENT OR SERVICES NECESSARY TO TRANSMIT TO OR RECEIVE ANY DATA AT THE MONITORING FACILITY OR ANY REMOTE OR LOCAL
FACILITY OR TERMINAL), THE PERFORMANCE OR ANY FAILURE TO PERFORM ANY OF THE SERVICES OR THE REVISOR ON -LINE SERVICES, ANY
UNAUTHORIZED ENTRY INTO THE PREMISES OR THE FAILURE TO PERMIT EGRESS FROM THE PREMISES; AND (V) SHOULD THERE ARISE ANY
LIABILITY ON THE PART OF COMPANY OR THE RELATED PARTIES FOR ECONOMIC LOSSES, PERSONAL INJURY, INCLUDING DEATH, OR PROPERTY
DAMAGE (REAL OR PERSONAL) THAT IS IN CONNECTION WITH, ARISES OUT OF OR FROM, RESULTS FROM, IS RELATED TO OR IS A CONSEQUENCE
OF THE ACTIVE OR PASSIVE SOLE, JOINT OR SEVERAL NEGLIGENCE OF ANY KIND OR DEGREE OF COMPANY OR THE RELATED PARTIES
INCLUDING ACTS, ERRORS OR OMISSIONS THAT OCCUR PRIOR TO, CONTEMPORANEOUSLY WITH OR SUBSEQUENT TO THE EXECUTION OF THE
AGREEMENTS, OR BREACH OF ANY OF THE AGREEMENTS, OR ANY CLAIM BROUGHT IN PRODUCT OR STRICT LIABILITY, SUBROGATION,
CONTRIBUTION OR INDEMNIFICATION, WHETHER IN CONTRACT, TORT OR EQUITY, INCLUDING ANY GENERAL, DIRECT, SPECIAL, INCIDENTAL,
EXEMPLARY, PUNITIVE, STATUTORY OR CONSEQUENTIAL DAMAGES, IRRESPECTIVE OF CAUSE, SUCH LIABILITY SHALL BE LIMITED TO THE
MAXIMUM SUM OF $1,000.00 COLLECTIVELY FOR COMPANY AND THE RELATED PARTIES, AND THIS LIABILITY SHALL BE EXCLUSIVE.
IF SUBSCRIBER WISHES TO INCREASE THE MAXIMUM AMOUNT OF SUCH LIMITED LIABILITY, SUBSCRIBER MAY, AS A MATTER OF RIGHT, OBTAIN
A HIGHER LIMIT BY PAYING AN ADDITIONAL AMOUNT FOR THE INCREASE IN SUCH LIMIT OF LIABILITY, BUT THIS PAYMENT SHALL IN NO WAY
BE INTERPRETED TO HOLD COMPANY OR THE RELATED PARTIES AS AN INSURER.
3. Increase in Charges. Company shall have the right to increase periodic charges at any time or times after the expiration of the initial term of the Master Agreement
upon giving Subscriber written notice thirty (30) days in advance of the effective date of such change. If Subscriber is unwilling to pay any revised charge, Subscriber must
notify Company in writing twenty (20) days prior to the otherwise effective date of the change that the Master Agreement will be terminated on the effective date of the
change unless Company rescinds the change, and thereafter Company may elect to resume the charge of the previous term thereby binding the Subscriber to the full term of
the Master Agreement. Time is of the essence with regard to this paragraph.
4. Communications Equipment and Services. Subscriber understands and acknowledges as follows: (i) the System may transmit data to a monitoring facility or
elsewhere using one or more forms of communication equipment or services, including a dial up telephone network, various forms of broadband service (e.g., satellite,
cable, DSL, T -1 or ISDN), some form of wireless communications (e.g., cellular or another form of radio transmission) direct wire, derived channel, multiplex and various
other forms of communication or equipment (collectively the "Communications Equipment or Services "); (ii) some or all of the Communications Equipment or Services
may access or incorporate the Internet, a local area network or some other form of computer network to transmit or retrieve data; (iii) for data transmitted by wireless
communications equipment, such means of communications are probabilistic by their nature and can be affected or delayed by interference (ems., ground interference),
atmospheric conditions, static, transmission system operation, etc.; and (v) for data transmitted or received via the Internet or by any form of computer network, the
System's ability to transmit or receive data shall be dependant upon the Internet or computer network, both of which are beyond Company's control. Accordingly,
Subscriber understands, acknowledges and agrees that (a) the System is not infallible and the transmission and receipt of Data from the System, regardless of the
1 Rev. 5 (5/11)
Modified - LK
•
Communications Equipment or Service used. may be interrupted. circumvented or otherwise compromised. (b) Company has no responsibility for the condition or
operation of the Communications Equipment or Service; and (c) immediately after the installation, modification or repair of any form of Communication Equipment or
Service. Subscriber must test the System's data transmission with the monitoring facility.
5. Transmission of Data. Subscriber understands and acknowledges as follows: (i) the System including the Communications Equipment or Service used in connection
with the System is unsupervised unless Subscriber has elected to use some form of supervision at additional cost; (ii) if the Communications Equipment or Service is
interrupted by any natural or human cause including any sort of interference (e.g., ground interference or otherwise), or the loss of a telephone line, dial tone or broadband
connectivity (either because the line is cut or otherwise), there will be no indication of such interruption at the monitoring facility unless Subscriber elects to use any
available form of technology designed to detect and report such an interruption at additional cost; (iii) if the Communications Equipment or Service is incompatible,
inoperative or interrupted, no signal will be received at the monitoring facility; (iv) the use of certain Communications Service or Equipment (e.g., DSL or Voice over
Internet protocol) may prevent the System from transmitting data to the monitoring facility or interfere with the telephone line- seizure feature of the System (DSL or any
other communication services or equipment should be installed on a telephone line that is not used for System data transmission); and (v) Subscriber may elect to use some
form of redundant Communication Equipment or Service (e.g., telephone combined with some form of wireless communication) or some other form of Communication
Service or Equipment as part of the System at additional cost.
6. Installation and On- Premises Services. Company, pursuant to the Master Agreement, each New Site Information Form and the Pricing Worksheets, is solely
responsible for providing the Services. Accordingly, for purposes of the Agreements, Subscriber, and not Company, is responsible for (i) the design, installation, repair and
maintenance of the System, all of which must be performed by licensed, certified and qualified contractors in strict accordance with all applicable codes, laws or standards
including any applicable version of the National Fire Alarm Code or the National Electrical Code (collectively, "Standards "); and (ii) obtaining and maintaining all
appropriate permits, licenses or approvals (collectively, "Approvals ") including Approvals of any authority having jurisdiction ( "AHJ "). All Data transmitted to the
monitoring facility must be transmitted by Communications Equipment and Services that complies with and fully satisfies all Standards. Subscriber represents and
warrants to Company, intending Company to rely thereon, that Subscriber has caused each requirement applicable to Subscriber in the Agreements to be fully performed or
otherwise satisfied as of the date of the execution of the Agreements and at all times thereafter until the expiration or termination hereof.
7. Release of Insured Losses. Subscriber hereby releases Company and the Related Parties for all losses, damages and expenses (i) covered by Subscriber's insurance
policies, (ii) policy deductibles, co -pay percentage, or retained limits, (iii) in excess of amounts paid by Subscriber's insurance, and (iv) due to under insurance.
8. Waiver of Subro¢ation. As an inducement to Company to enter into the Agreements, Subscriber represents, warrants and covenants that Subscriber's insurance
companies shall not have (a) any rights created by a loan agreement, loan receipt, or other like document or procedure, or (b) any right of subrogation against Company or
the Related Parties.
9. INDEMNIFICATION. IF ANYONE OTHER THAN SUBSCRIBER ASKS COMPANY OR ANY OF THE RELATED PARTIES TO PAY FOR ANY CLAIMS,
DEMANDS, SUITS, LIABILITIES, DAMAGES, JUDGMENTS, LOSSES, OR EXPENSES (INCLUDING ECONOMIC LOSSES, PROPERTY DAMAGE, PERSONAL
INJURY OR DEATH) (COLLECTIVELY, THE "INDEMNIFIED AMOUNTS ") ARISING OUT OF OR FROM (I) ANY OF THE AGREEMENTS, (II) THE
PERFORMANCE OR FAILURE TO PERFORM ANY OF THE SERVICES (INCLUDING THE REVISOR ON -LINE SERVICES) OR (III) DUE TO (1) THE ACTIVE
OR PASSIVE SOLE, JOINT OR SEVERAL NEGLIGENCE OF ANY KIND OR DEGREE OF COMPANY OR ANY OF THE RELATED PARTIES, (2) BREACH OF
CONTRACT, EXPRESS OR IMPLIED THAT OCCURS BEFORE OR AFTER THE SIGNING OF THIS AGREEMENT, (3) BREACH OF WARRANTY, EXPRESS OR
IMPLIED, (4) PRODUCT OR STRICT LIABILITY, (5) THE SYSTEM, (6) YOUR BREACH OF ANY REPRESENTATION, WARRANTY, COVENANT OR
OBLIGATION ARISING UNDER THIS AGREEMENT OR (IV) A CLAIM FOR SUBROGATION, INDEMNIFICATION OR CONTRIBUTION, SUBSCRIBER SHALL
PAY COMPANY AND THE RELATED PARTIES (WITHOUT ANY CONDITION THAT COMPANY OR THE RELATED PARTIES FIRST PAY) FOR ALL
INDEMNIFIED AMOUNTS ASSERTED AGAINST OR INCURRED BY COMPANY OR THE RELATED PARTIES. COMPANY MAY APPOINT LEGAL COUNSEL
TO CONTROL THE INVESTIGATION, DEFENSE AND SETTLEMENT OF ANY CLAIM OR SUIT AGAINST COMPANY. SUBSCRIBER'S INDEMNIFICATION
OBLIGATION SHALL EXTEND TO ANY INDEMNIFIED AMOUNTS ARISING OUT OF OR FROM CLAIMS MADE BY SUBSCRIBER'S INSURANCE
COMPANY OR, NOTWITHSTANDING ANY PROTECTIONS AFFORDED BY ANY APPLICABLE WORKER'S COMPENSATION LAW, ANY OF
SUBSCRIBER'S EMPLOYEES OR THEIR REPRESENTATIVES.
10. Suspension of Service; Shut -Down; Lock -Out. Should Subscriber default hereunder, or upon expiration or termination of the Master Agreement for any reason, or if
the System excessively signals Company's monitoring facility (as determined in accordance with the Company's then - existing policy applicable to excessive activations) as
a result of any cause other than Company's sole negligence, Subscriber authorizes Company to: (i) suspend performance of any of the Services; (ii) shut down the Panel
and/or the System; and (iii) render some or all of the equipment incapable of sending a signal locally or communicating with any monitoring facility, and refuse to unlock
the Panel. The exercise of such rights shall not be deemed a waiver of Company's right to damages, and Company shall have the right to enforce all other legal or equitable
remedies or rights.
11. Damages. If (i) Subscriber fails or refuses to cooperate (ii) Subscriber prevents Company from exercising its rights pursuant to the previous paragraph or (iii) the
System excessively signals the Company's monitoring facility (as determined in accordance with the Company's then - existing policy applicable to excessive activations) as
a result of any cause other than Company's sole negligence, Subscriber shall pay Company in accordance with Company's then - existing policy applicable to excessive
activations, as agreed upon damages and not as a penalty, plus all actual attorneys' fees and court costs incurred by Company as a party in any action arising out of or from
or related to the previous paragraph or this paragraph.
12. Subscriber's Duties and Responsibilities. It is the Subscriber's sole responsibility to (a) confirm that the Communications Equipment or Services used to transmit
data between the System and any monitoring facility are compatible with the System and any monitoring facility, especially when there are changes to such
Communications Equipment or Services (e.e., starting, discontinuing, changing, adding or removing call waiting, a Centrex telephone system, answering machines, derived
channel, DSL, T -1 or ISDN service, or any telecommunications, radio, Internet, satellite or other service provider); and (b) test the System, the Communications Equipment
or Service periodically and whenever changes are made to the Communications Equipment or Services for the System or Premises or at the monitoring facility. Subscriber
understands, acknowledges and agrees that not all Communications Equipment or Services used to transmit data between the System and any monitoring facility are or will
continue to be available from every telephone, radio, Internet, satellite or other service provider (collectively, "Provider "). In the event of any discontinuance, suspension,
termination, modification or change in connection with any Communications Equipment or Service or any Provider, and there is a commercially reasonable alternative
available in order to continue services under the Agreements, Subscriber hereby authorizes Company to provide Subscriber with such alternative in Company's sole and
absolute discretion. Subscriber shall be solely responsible to pay (or shall promptly reimburse Company) for (a) all costs of any Provider as well as charges by the
Company to modify, substitute or replace any Communications Equipment or Service or any Provider (at Company's then prevailing rates on a time and material basis),
and (b) any increase in monthly charges under the Agreements for service, monitoring, etc. in connection with, arising out of or from, as a result of or related to any
discontinuance, suspension, termination, modification, change to or modification, substitution or replacement of the Communications Equipment or Service or any
2 Rev. 5 (5 /11)
Modified - LK
Provider. Any claimed inadequacy or failure of the System, the Communications Equipment or Service or any Provider must be immediately reported to Company or the
Provider, as appropriate, for correction or repair service.
13. False Alarms. In the event the System is activated for any reason whatsoever, the Subscriber shall (a) pay without recourse, or (b) reimburse Company for any fines,
fees, costs, expenses and penalties assessed against Subscriber or Company by any court or governmental agency. In addition, if, in Company's sole and absolute
discretion, Company receives excessive false alarms, Company may, in Company's sole and absolute discretion, suspend or terminate Services or terminate any of the
Agreements for breach. Deliberately activating the System to send a false alarm that results in the dispatch of the nolice, fire or other public or volunteer personnel may be
a crime.
14. Default of Subscriber. In the event of any default by Subscriber, without limiting the rights of Company under the Master Agreement or at law or equity, Company
shall be entitled to retain all prepayments received and Subscriber shall immediately pay to Company (a) all payments then due and payable, (b) all charges for labor,
material and equipment incurred by Company due to such default based on a time and material basis at Company's then prevailing charges, and (c) sixty -five percent (65 %)
of all payments which would be due hereunder for the unexpired teen as liquidated damages and not as a penalty; and Company shall have no further obligation to perform
under the Master Agreement. In addition, if any suit or alternative dispute resolution proceeding is instituted and Company is the substantially prevailing party by
judgment, award, finding or settlement, Subscriber shall pay directly or reimburse Company for all of its costs and expenses including consultants' and professionals' fees
and costs including reasonable attorneys' fees and costs.
15. Binding Agreement: Applicable Law. The Agreements become binding upon Company only (a) when signed by an authorized representative of Company, who must
be a corporate officer if (i) there are any additions to any of the Agreements, or (ii) any of the printed teens and conditions of this document or any other document that
comprises the Agreement have been altered, deleted or substituted by other wording, or (b) upon commencement of the Services. Subscriber acknowledges and agrees that
Subscriber may not receive a copy of the Agreements executed by an authorized representative of Company. Except as otherwise set forth in one of the Agreements,
commencing services will constitute Company's acceptance of each of the Agreements in unmodified form. The Agreements are binding on the heirs, executors,
administrators, successors and permitted assigns of the parties, and shall be governed by and construed according to the laws of the state in which the Premises is located
without reference to such state's conflicts of law rules. The interpretation of the Agreements shall not be construed against the drafter.
16. Assignability of Agreement. The Agreements are not assignable by Subscriber except upon the written consent of Company, which shall be in Company's sole and
absolute discretion. Each of the Agreements or any portion thereof is assignable by Company in its sole and absolute discretion.
17. Finance and Late Charges. A finance charge of one and one -half (1 -1/2 %) percent per month (eighteen (18 %) percent per year) will apply to all obligations not paid
pursuant to the terms contained herein. Subscriber shall also pay to Company an administrative fee (late charge) of five 5% percent of any payment due hereunder received
by Company after the date on which such payment is due as liquidated damages and not as a penalty.
18. No Waiver of Breach. There shall be no waiver by Company of any breach of any of the Agreements unless specifically waived in writing by Company. If Company
shall waive any breach by Subscriber, it shall not be construed as a waiver of any subsequent breach. Company's rights hereunder shall be cumulative, and any rights
hereunder may be exercised concurrently or consecutively and shall include all remedies available even though not expressly referred to herein.
19. Monitoring Service; Use of Video.
19.1 Monitoring service consists solely of monitoring service personnel telephoning the governmental agencies or the telephone number(s) supplied by
Subscriber in writing (collectively, "Proper Authorities ") upon the monitoring facility's receipt of (i) video data, (ii) pre - determined digital codes or (iii) voice
communication received from the Premises (collectively, "Signals ") reporting or indicating specific conditions. No monitoring service shall be rendered for Signals for
which assistance is not requested or, if the data received is digital codes or video, for which assistance does not appear to be required, which determination shall be made
by monitoring facility personnel in their sole and absolute discretion based upon the data presented and without any liability whatsoever. Company may modify, terminate
or suspend any particular form of Service (1) if permitted, requested or required to do so by any governmental authority, standards setting entity or insurance interest or (2)
in Company's reasonable discretion. Notwithstanding anything contained herein to the contrary, (a) upon receipt of a Signal and prior to telephoning any other person or
entity, Company may, in its sole and absolute discretion and without any liability, contact or attempt to contact the Premises as frequently as Company deems appropriate
to verify the necessity to report the receipt of a Signal to any other person, and (b) upon receipt of an abort code or oral advice to disregard the receipt of the Signal,
Company may, in its sole and absolute discretion and without any liability, refrain from contacting Proper Authorities or advise Proper Authorities of receipt of an abort
code or oral advice to disregard the receipt of the Signal. Company's efforts to notify Proper Authorities shall be satisfied by advice by telephone to any person answering
the telephone at the telephone number(s) provided to Company in writing or by leaving a message with a telephone answering service or any mechanical, electrical,
electronic or other technology permitting the recordation of voice or data communications. Subscriber acknowledges and agrees that all software, hardware, firmware,
shareware, codes, information and documentation arising out of or from, in connection with, related to, as a consequence of or resulting from Services are Company's sole
and exclusive property and that Subscriber has no rights whatsoever in any of the foregoing.
19.2 Subscribers whose System transmits video shall (i) provide and maintain adequate power and lighting for all cameras or other video - related equipment; (ii)
instruct all person who may use the Service or the System of any of the limitations respecting the Service or the System as set forth in the Agreements or otherwise; (iii)
take all steps necessary to inform any person who may be the subject of any video and/or audio monitoring of the possibility of such monitoring including the prominent
and conspicuous display of signs or the broadcasting of periodic or intrusion- related aural announcements informing any such person of the audio and/or video monitoring
while on the Premises; (iv) not use or permit the use of video data transmitted or received from cameras installed with a view where any person may have a reasonable
expectation of privacy including restrooms, dressing or changing areas, locker rooms or similar areas; (v) use some form of broadband connectivity exclusively to transmit
video from any System; (vi) use the Service and video transmitted from a System to be used only for the intended purpose of providing security surveillance or management
services and for no other purpose; (vii) not use the Services or video transmitted from a System for any criminal, illegal or otherwise unlawful activity, including invasion
of or intrusion upon the privacy or seclusion or the private affairs of another or eavesdropping or for viewing, transmitting or storing sexually explicit materials; (viii)
obtain and keep in effect all permits or licenses required for the installation and operation of the System or use of the Service; (ix) keep confidential all passwords, account
information and access codes that permit access to or the use of the Service or any System.
20. Takeover Systems. If Company takes over rendering services to an existing System at a Premises, in whole or in part, Company reserves the right, in its sole and
absolute discretion, to terminate the provision of Services at such Premises at any time by ten (10) days written notice to Subscriber in the event Company determines, in its
sole and absolute discretion, that there have been excessive activations of the System, that the Subscriber has abused the System or that the number of problems or cost of
service has been or may become excessive, and Subscriber shall be entitled to reimbursement of the pro -rata cost paid for the then current period on request of Subscriber
and this shall be the limit of Company's liability.
21. Remote Panel Arming and Programming Services. Remote panel arming and programming services consists of inputting, modifying, deleting and using electronic
3 Rev. 5 (5 /11)
Modified - LK
•
data concerning operation of the System through electronic communication between the System and Company's offices or monitoring facility.
22. Suspension of Service. Subscriber agrees that (a) Company's obligations hereunder are waived automatically without notice, and (b) Company is released for all loss,
damage and expense in case the monitoring facility, communications equipment, network or services (including the Communications Equipment or Services) or the
transmission system are destroyed, damaged, inoperable or malfunction for any reason whatsoever, for the duration of such interruption of service, and Subscriber shall be
entitled to reimbursement of the uneamed charge paid for the period of interruption on request of Subscriber and this shall be the limit of Company's liability. In the event
the Master Agreement is terminated or Services are suspended or terminated for any reason, Subscriber agrees to immediately disconnect the System from all transmission
sources, e.g., telephone line, broadband connection, radio transmitter, cellular transmitter, etc. Further, upon termination of the Master Agreement or if Services are
suspended or terminated for any reason Company may, in Company's sole and absolute discretion, without notice, and without any liability, remotely disable, disconnect or
block the System and data from the System from communicating with the monitoring facility.
23. Revisor On -Line. Company grants Subscriber a limited, non - exclusive, non - transferable and revocable license to access, view, use, copy, download and request
Company to modify Subscriber's Premises - related data or information (collectively, the "Information ") through the Subscriber's use of the Company's website (the
"Website ") and certain of Company's designated software (the "Software ") (collectively, "Revisor On- Line" or the "Revisor On -Line Services ") for Subscriber's business-
related purposes in accordance with the Agreements. Subscriber shall strictly comply with the terms and conditions set forth in the Agreements and any terms and
conditions posted on the Website from time -to -time. Company may provide notice of changes to this Paragraph 23 or notify Subscriber of other matters by display of such
notices or links to notices on the Website. Company may also provide such notices to Subscriber by e-mail.
23.1 The term of this license shall be coextensive with the teen of the Master Agreement; provided, however, Company may suspend, revoke, terminate, limit or
otherwise modify this license upon notice to Subscriber at any time for any or no reason. Upon the tennination or expiration of the Master Agreement, (i) Company may
immediately and without notice, disable or block Subscriber's access to the Revisor On -Line Services; and (ii) Subscriber shall certify to Company promptly in writing that
Subscriber has complied with Subscriber's requirements under this paragraph.
23.2 Subscriber shall not use the Revisor On -Line Services except as expressly permitted herein. Subscriber shall not (i) access, view, copy, download, make a
request to modify or disseminate or disclose any data or information other than the Information or (ii) copy, modify, create derivative works of, reverse engineer, reverse
assemble or otherwise attempt to determine or develop any source code or sell, assign, sub - license or otherwise transfer (collectively, "Transfer ") or permit any other person
or entity to Transfer any right, title or interest in the Revisor On -Line Services.
23.3 Subscriber has no proprietary, title or other form of ownership rights in the Software, the Website or Revisor On -Line Services. Subscriber's sole right
respecting the Software, the Website and the Revisor On -Line Services is in the form of a license as set forth more fully herein. The Software, the Revisor On -Line
Services and all data or information other than the Information (including any data or information respecting any of Company's other subscribers) is and shall remain
strictly confidential, trade secret and proprietary and protected by all applicable intellectual property or other laws.
23.4 Subscriber shall (i) limit use of the Revisor On -Line Services to those of Subscriber's employee or authorized security representatives whose names
Subscriber's Level Four Security Executive (as defined in the New Site Information Form) shall have provided to Company in writing (each, a "Designated User ") (ii) limit
access to passwords, digital certificates and other information or devices used to access the Revisor On -Line Services to the Designated Users and (iii) alone assume all
liability resulting from any unauthorized use of the Revisor On -Line Services. Subscriber shall promptly notify Company in writing of any changes in any Designated User
including changes in the employment status of any Designated User.
23.5 All provisions of this Paragraph 23 relating to confidentiality, proprietary rights, non - disclosure shall survive termination or expiration hereof.
23.6 The provisions of this Paragraph 23 are subject to all applicable laws of the United States including export laws and regulations. Unauthorized use or
disclosure of the Revisor On -Line Services is prohibited by, among other things, Chapter 12 of Title 17 of the United States Code, Sections 1831, 1832, 2314, 2318 and
2319 of Title 18 of the United States Code and other laws and regulations. Subscriber shall strictly abide by all laws and regulations applicable to the use of all aspects of
the Revisor On -Line Services.
23.7 Subscriber shall provide computers and access to the Internet at Subscriber's sole cost and expense.
23.8 Subscriber understands, acknowledges and agrees that (i) Revisor On -Line only provides Subscriber a means to make modifications or updates to the
Information and receive and review reports relating to the Information; (ii) Revisor On -Line is not a substitute for traditional controls and audit procedures for Subscriber's
security- related practice and procedures; (iii) Company has no obligation to review or verify any requested changes or modifications to the Information; and (iv)
Company's sole obligation in response to a request from a Designated User to modify the Information will be to make any such requested modification in accordance with
the Company's then - existing written policy.
24. COMPANY SHALL NOT BE LIABLE FOR ANY GENERAL. DIRECT. SPECIAL. EXEMPLARY. PUNITIVE. STATUTORY. MULTIPLE,
INCIDENTAL. INDIRECT OR CONSEQUENTIAL DAMAGES. SUBSCRIBER ACKNOWLEDGES THAT (I) ANY AFFIRMATION OF FACT OR
PROMISE MADE BY COMPANY SHALL NOT BE DEEMED TO CREATE AN EXPRESS WARRANTY; (II) COMPANY DOES NOT MAKE ANY
REPRESENTATION OR WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS THAT THE SYSTEM.
SERVICES OR REVISOR ON -LINE SERVICES MAY NOT BE COMPROMISED OR CIRCUMVENTED OR THAT THE SYSTEM. SERVICES OR
REVISOR ON -LINE SERVICES WILL IN ALL CASES PROVIDE THE SERVICES. SIGNALING. MONITORING OR RESPONSE INTENDED; (III)
SUBSCRIBER IS NOT RELYING ON COMPANY'S SKILL OR JUDGEMENT IN SELECTING OR FURNISHING A SYSTEM, ANY OF THE SERVICES
OR THE REVISOR ON -LINE SERVICES SUITABLE FOR ANY PARTICULAR PURPOSE; AND (IV) THERE ARE NO EXPRESS WARRANTIES THAT
EXTEND BEYOND THOSE ON THE FACE OF THE AGREEMENTS.
25. Contractual Limitation of Actions. All claims, actions or proceedings, legal or equitable, against Company or the Related Parties must be commenced in court within
one (1) year after the cause of action has accrued, without judicial extension of time, or said claim, action or proceeding is barred. Time is of the essence of this paragraph.
26. Integrated Agreement; Valid Aereement; Modifications. The Agreements, collectively, contain the entire agreement between the parties hereto with respect to the
transactions described herein and therein and supersede all previous and contemporaneous negotiations, commitments, contracts, express or implied, warranties, express or
implied, statements and representations, whether written or oral, pertaining thereto, all of which shall be deemed merged into the Agreements.
NEITHER PARTY HAS AUTHORITY TO MAKE OR CLAIM ANY REPRESENTATION, TERM, PROMISE, CONDITION, STATEMENT, WARRANTY,
OR INDUCEMENT (COLLECTIVELY, "INDUCEMENT ") WHICH IS NOT EXPRESSED HEREIN. EACH PARTY REPRESENTS THAT IT/HE /SHE IS
NOT RELYING ON ANY INDUCEMENT IN SIGNING THE AGREEMENTS THAT IS NOT EXPRESSED IN THE AGREEMENTS.
Should any provision hereof (or portion thereof), or its application to any circumstances, be held illegal, invalid or unenforceable to any extent, the validity and
enforceability of the remainder of the provision and this document, or of such provisions as applied to any other circumstances, shall not be affected thereby, and shall
continue in full force and effect as valid, binding and subsisting. All changes or amendments to any of the Agreements must be in writing and signed by all parties to be
binding on the parties.
4 Rev. 5 (5/11)
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27. Additional Services. If, at any time after the date hereof, additional services are requested or authorized by Subscriber, all such services supplied by Company shall be
subject to the terms of the Agreements and additional charges shall be made for such additional services. Subscriber shall pay Company for (i) the Services rendered
pursuant to any New Site Information Form in accordance with the prices set forth in the Pricing Worksheet; and (ii) any other service including additional services in
connection with Revisor On -Line at Company's then - prevailing rates for such services.
28. Right to Subcontract. Company may subcontract for the provision of services under the Agreements, with the prior consent of Subscriber which consent shall not be
unreasonably withheld. Subscriber acknowledges and agrees that the provisions of the Agreements inure to the benefit of and are applicable to any subcontractors engaged
by Company to provide any service set forth herein to Subscriber, and bind Subscriber to said subcontractor(s) with the same force and effect as they bind Subscriber to
Company.
29. Consent to Intercept, Record. Disclose And Use Contents of Communications. Subscriber, for itself and as the authorized agent of its owners, partners, members,
officers, directors, invitees, guests, agents, representatives and employees (individually and collectively, "Any Person "), hereby consents to Company intercepting,
recording, retrieving, reviewing, copying, disclosing and using the contents of all telephone, video, wire, oral, electronic and other forms of transmission or communication
to which Subscriber and/or Any Person and Company are parties.
30. Prior Agreements With Others. Subscriber represents and warrants that (a) the cancellation or termination of any contract, or (b) execution of any of the documents
that ever comprise the Agreements, does not breach and will not breach any contract with or obligation to any other person. Subscriber agrees to protect, defend, indemnify
and hold harmless Company and the Related Parties from and against and pay (without any condition that Company or the Related Parties first pay) for all claims,
demands, suits, liabilities, losses, damages, judgments, costs and expenses including attorneys' fees and court costs arising out of or from, in connection with, as a result of,
related to or as a consequence of Subscriber's breach of this representation and warranty.
31. Subscriber's Duty to Pav for Increased Costs. Notwithstanding anything to the contrary contained herein, if (i) any state or Federal statute or regulation, or (ii) any
trade union jurisdictional dispute results in Company incurring any extra expense including paying higher compensation or wage rates to perform the Service, Subscriber
hereby consents and authorizes Company to incur such extra expense on behalf of and for the account of the Subscriber, and Subscriber shall pay Company for all such
costs incurred by Company.
32. Environmental Considerations. Subscriber acknowledges and agrees that any duty or obligation of Company or the Related Parties under any of the Agreements, at
law or in equity is subject to and conditioned upon, among other things, the Premises not containing or being affected in any manner whatsoever by any public or private
nuisance, ultra hazardous or dangerous activity or any hazardous substance ( "Environmental Considerations "), or the violation of any applicable local, state or federal
statute, ordinance, rule, regulation, order or court order arising out of or from, in connection with, resulting from, related to or as a consequence of Environmental
Considerations. In the event the Premises contain or are affected by Environmental Considerations, Company may elect, in its sole and absolute discretion and without any
liability whatsoever, to (i) terminate the (a) provision of Services at any Premises pursuant to any New Site Information Form or Pricing Worksheet or (b) the Master
Agreement pursuant to the paragraph in this Master Agreement titled "Default of Subscriber" or (ii) affirm the New Site Information Form and Pricing Worksheet or the
Master Agreement. If Company affirms the New Site Information Form and Pricing Worksheet or the Master Agreement, Subscriber shall (a) immediately remove all
Environmental Considerations at each of the affected Premises at Subscriber's sole cost and expense and (b) pay Company for all increased costs to perform under each of
the Agreements.
33. Paragraph Headings. The paragraph titles used in each of the documents that comprise the Agreements are for the convenience of the parties only and shall not be
considered in construing the provisions of any of the documents that comprise the Agreements. When used in any of the documents that comprise the Agreements, the
word "including" means "including, without limitation or example."
34. Credit Investigation Report. Subscriber authorizes and consents to credit investigations and reports by the Company and any other person or entity that provides
financing to the Company or to whom the Master Agreement may be assigned.
35. Right to Notice and Cure. In the event of any breach of the Master Agreement by Company, Subscriber agrees to provide written notice to Company specifically
identifying the nature of the breach and the provisions of the Master Agreement or other documents that comprise the Agreements that are affected thereby, and to permit
Company to cure the breach within five (5) business days after receipt of the written notice or, if the breach cannot be reasonably cured within such period, to promptly
commence to cure and diligently proceed until cured. If Company cures any such breach as provided herein, the Master Agreement shall continue unabated and Company
shall not be liable to Subscriber for any loss, damage or expense arising out of or from, resulting from, related to, in connection with or as a consequence of any such
breach.
36. JURISDICTION. VENUE AND WAIVER OF JURY TRIAL. EACH PARTY HEREBY IRREVOCABLY AGREES THAT ANY SUIT, ACTION OR OTHER
LEGAL PROCEEDING ( "SUIT ") ARISING OUT OF OR FROM, IN CONNECTION WITH OR AS A RESULT OF THE MASTER AGREEMENT SHALL BE
BROUGHT EXCLUSIVELY IN THE STATE COURTS OF RECORD OR THE COURTS OF THE UNITED STATES LOCATED IN THE DISTRICT OR COUNTY
WHERE THE SUBSRIBER'S PREMISES ARE LOCATED. EACH PARTY CONSENTS TO THE EXCLUSIVE JURISDICTION AND VENUE OF EACH SUCH
COURT IN ANY SUCH SUIT AND WAIVES ANY OBJECTION THAT IT MAY HAVE TO JURISDICTION OR VENUE OF ANY SUCH SUIT. EACH PARTY
CONSENTS TO SERVICE OF PROCESS IN ACCORDANCE WITH THE NOTICE PROVISIONS OF THE MASTER AGREEMENT. EACH PARTY HEREBY
WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION OR OTHER LEGAL PROCEEDING BROUGHT BY EITHER PARTY.
37. Right to Terminate. Notwithstanding anything contained herein to the contrary, either party hereto may, in its sole discretion, terminate the Master Agreement, with
or without cause and without any liability whatsoever, upon delivery of not less than thirty (30) days notice to the other party hereto. In the event that Company terminates
this Agreement without cause, Company shall, upon the written request of Subscriber, refund any unearned Service charges that Subscriber prepaid hereunder, however, if
Subscriber elects to terminate this Agreement without cause, then Company may retain any and all prepaid Service or other charges paid by Subscriber hereunder.
Notwithstanding anything to the contrary set forth in the Agreements, following thirty (30) days notice, Diebold shall have no obligation to continue to provide any form of
the Services (including any form of the Revisor On -Line Services) where Diebold has determined, in Diebold's sole and absolute discretion , for any or no reason, that
Diebold will no longer provide such form of the Services to Subscriber (the "Discontinued Services "). If Subscriber is unwilling to continue to perform under this Master
Agreement without the Discontinued Services, Subscriber will provide Diebold notice thereof (the Objection Notice ") no later than twenty (20) days prior to the date on
which Diebold will no longer provide the Services (the "Discontinuation Date ") in which event this Master Agreement will be terminated effective as of the Discontinuation
Date unless Diebold agrees to continue to provide the Discontinued Services by notice sent no later than the Discontinuation Date thereby binding Subscriber to the full
tenn of this Master Agreement. Subscriber's failure to timely provide the Objection Notice shall constitute a waiver of any objection Subscriber may have to any
Discontinuation Notice and shall thereby bind Subscriber to the full term of this Master Agreement. Time is of the essence with regard to this paragraph.
5 Rev. 5 (5/11)
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38. Electronic Media. Subscriber agrees that a copy of (a) any of the documents that comprise the Agreements, (b) any amendments or information related to any of the
documents that comprise the Agreements, and (c) the signatures affixed hereto or thereto transmitted and delivered by facsimile or electronic mail shall be deemed to be
originals for all purposes and given the same legal force and effect as the original document. In addition, Subscriber agrees that Company may scan or otherwise convert
any of the documents that comprise the Agreements into an electronic and/or digital media file, and that a copy of such document or the electronic data file produced from
any such electronic or digital media format may serve and be given the same legal force and effect as the original.
39. Survival. Paragraphs 2, 7, 8, 9, 14, 24, 25, 30 and 36 hereof shall survive termination or expiration of this Master Agreement.
NOTICES TO SUBSCRIBER. SUBSCRIBER SPECIFICALLY ACKNOWLEDGES AND ACCEPTS THE DISCLAIMER/LIMITATION OF LIABILITY
AND INDEMNITY PARAGRAPHS HEREOF, WHICH ARE AN INTEGRAL PART OF THIS CONTRACT. SUBSCRIBER ACKNOWLEDGES RECEIPT
OF A COPY OF THE AGREEMENTS. READ ALL OF THE AGREEMENTS BEFORE SIGNING.
NO WARRANTIES. THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, WHICH EXTEND BEYOND THE DESCRIPTION CONTAINED IN ANY
OF THE AGREEMENTS INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
IN WITNESS WHEREOF, and intending to be legally bound, the parties have executed or caused the Master Agreement to be executed on the date first above written.
Further, by signing the Master Agreement on Subscriber's behalf, I represent and warrant that I am (i) Subscriber's (a) Level Four Security Executive and (b) duly
authorized representative responsible for the authorization of the Services for each Premises; (ii) fully au :(.s _s t. .ind Subscriber to the terms of the Agreements; and
(iii) authorized to, and from time -to -time during the Tenn shall, appoint one or more other persons to • . ub • . -r's behalf respecting the Services with the Authority
Level (as defined in the New Site Information Form) specified in such written notice including each . ' :ferso hose names are designated as such below my signature.
DIEBOLD, INCORPORATED SUBSCRIB " •
By: By: 1 / /4K /f ;i It /4l6 $
Authorized Representative /
(Home Office Use Only) `L 1 l (�
Name: I 1
Title: ei /119
Type names of Subscriber's designated security personnel authorized to provide Company with individual site information. These individuals will have the highest
authority level enabling addition, deletion, or changes in security for any location.
Name Title Phone # Email Address
F�I�Jo►�Nsa>v G'i7 -<y
1-Drozoshtfrrot (.i1-2S3- 7337 f.c< vhnsm1 ? el& a - oe4j e s zis.a d i
n-ay Re unctHof.r Smite' ccf. (95c- 1 4 - yy3a co bw 44-14.tners4 p c : E 64 oal& porKhs:bNv .4
6 Rev. 5 (5/11)
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DIEBOLD COMPREHENSIVE AGREEMENT
(FOR HARDWARE, SOFTWARE, INSTALLATION AND PROFESSIONAL SERVICES)
DCA Number: US- Effective Date:
(Date Agreement is signed by last of the two parties)
Customer Name: City of Oak Park Heights
Customer Address: 14168 Oak Park Blvd N
Oak Park Heights, MN 55802
Customer Contact: Eric Johnson
Contact E -mail Address: ejohnson @cityofoakparkheights.com
This Diebold Comprehensive Agreement ( "Agreement ") is entered into by and between Diebold, Incorporated, including its controlled
subsidiaries with its principal place of business at 5995 Mayfair Road, North Canton, Ohio 44720 ( "Diebold ") and the Customer named above and
all entities controlled by or under common control therewith ( "Customer "). This Agreement authorizes the Customer to order from Diebold certain
Equipment, Software and Services as defined herein (each a "Solution" and collectively the "Solutions "), in accordance with the terms and
conditions set forth herein, provided that Customer submits to Diebold the Ordering Documents (as defined below) for the respective Solutions as
described in Part 2 hereof.
1. CONTROLLING TERMS: All Solutions offered a. ACCEPTANCE: Customer will be deemed to have
hereunder will be governed exclusively by the terms and conditions accepted the Solutions provided hereunder according to the
set forth or referred to in this Agreement. Diebold's acceptance of following:
any offer to obtain Solutions is expressly conditioned on Customer's
acceptance of all the terms and conditions specified herein, including (i) For D &I Orders (Delivery and Installation by Diebold
those terms which may differ from, be inconsistent with or be in included ( "D &I Order ")), Customer's acceptance will occur
addition to Customer's offer to purchase which are expressly upon completion of installation of the Equipment and/or
rejected. Customer shall be deemed to have accepted the terms and Software and Diebold's determination that the Equipment
conditions specified herein upon the earlier of Customer's execution and/or Software is in operable condition and capable of
of this Agreement or upon Customer's request to receive in any form, functioning according to Diebold's published standards and
any full or partial payment for, or use of , a Solution. Once these specifications. However, if a D &I Order covers more than one
terms are accepted by Customer as set forth above, Solutions are then item to be installed at a location all Solutions installed in that
ordered by submitting an Ordering Document, which upon location will be deemed accepted on the date that the last
acceptance by Diebold will be binding upon the Parties. As used Solution covered by such D &I Order is accepted hereunder,
herein, "Equipment" means items of hardware identified in an Order and Customer will not be permitted to utilize any previously
Summary Schedule ( "OSS ") and "Software" means software installed Solution before acceptance thereof, except for
products which may be listed on an OSS or other Ordering Document qualification and acceptance testing only. At Diebold's
accepted by Diebold which refers to this Agreement, in object code request, Customer will execute a written acknowledgement of
form only, and may include upgrades and derivative works thereof the installation date(s) for each Equipment and/or Software
(to the extent licensed by Customer hereunder), and any associated Solution transferred or licensed, respectively, under such D &I
written or electronic documentation and any updates, upgrades, Order; or
modifications or later versions thereof, which are received or used at (ii) For FOB Orders (no delivery or installation included
any time by the Customer. ( "FOB ")), Customer's acceptance will occur upon delivery of
the Equipment and/or Software Solution to Customer, which
2. ORDERING DOCUMENTS: To order any Solution, for purposes of acceptance will be deemed to have occurred
Customer will submit Diebold's then standard Ordering Documents, when the Equipment and/or Software Solution is shipped
which include the OSS and the Professional Services Statement of from Diebold's shipping point to a Customer's location, which
Work ( "PSSOW'). Diebold may accept other Ordering Documents for Software Solutions may occur by physical shipment,
which reference this Agreement, such as a Customer purchase order, electronic delivery or notice to Customer that the Software is
but only the terms and conditions specified by this Agreement will available for download from Diebold's website.
apply to such order. Each Ordering Document once submitted by
Customer and accepted by Diebold will become part of this b. TRANSFER OF TITLE AND RISK OF LOSS: Title,
Agreement. Collectively, the OSS, PSSOW and other ordering risk of loss, and the right to use an Equipment Solution will pass to
documents referenced above are referred to herein as "Ordering Customer upon Customer's acceptance thereof according to
Documents." In addition, Customer acknowledges that certain Subsection (a) above. Notwithstanding the foregoing, under no
Solutions may require Customer's written consent to additional circumstances will title to any Software Solution be transferred
license terms before such Solutions can be provided to Customer. hereunder.
Diebold's acceptance of any order and/or any Ordering Document is c. DELIVERY, INSTALLATION AND
conditioned upon among other things, Customer continuing to meet PERFORMANCE DATES: Any delivery, installation and /or
Diebold's on -going credit requirements. Prior to accepting any order, service performance dates indicated by Diebold for the Solutions
Diebold may require Customer to provide financial assurances. are approximate and Diebold will not be liable for any delays.
3. ACCEPTANCE, TRANSFER OF TITLE, RISK OF The parties agree that the shipment, delivery and/or acceptance
LOSS, AND DELIVERY, INSTALLATION AND terms set forth above, may be modified by agreement of the parties
PERFORMANCE DATES. on an OSS or other Ordering Document which such modified
Diebold Comprehensive Agreement Rev.10 /12 — CONFIDENTIAL Page 1 of 6
DCA NUMBER: US-
terms will control for the Solutions ordered under that particular irreparable harm to Diebold. Customer further agrees not to: (a)
OSS or Ordering Document only. copy any such Diebold -owned Software, except as expressly
4. SCOPE OF ENGAGEMENT: Under the terms of this authorized in this Agreement; (b) transfer any such Diebold -
owned Software to anyone other than Diebold, either with or
Agreement, Diebold will provide the Solutions as contracted for by separate from the computer or device on which such Software is
the Customer. While Diebold strives to provide comprehensive, authorized to be operated by Customer; (c) lend, rent, or lease
service, product and software offerings, Diebold's Solutions are not a any such Diebold -owned Software, or allow a third party to
substitute for proper and prudent insurance and business protections operate or access such Software, with the exceptions that
by Customer. Accordingly, Customer should ensure that it maintains consumers may conduct transactions by operating ATM- resident
its overall systems (equipment, software, network and security) in Software, and third party transaction network operators may
compliance with applicable industry and regulatory requirements to communicate with such ATM - resident Software to achieve such
best protect its interests. As Diebold is not an insurer, unless transactions; (d) move a copy of such Diebold -owned Software
otherwise expressly set forth in this Agreement or any schedule or from one computer or device to another, or make available such
statement of work applicable hereto, Diebold will not be responsible Diebold -owned Software in a network so that multiple devices
for any loss of vault or ATM cash or any other money, funds, operate using single
valuables or data. Nor will Diebold be responsible for any p g a g Licensed Copy; (e) disclose, reverse
ensin of funds, or any burglary, robb engineer, or reverse compile such Diebold -owned Software; or
misdispensing g y robbery, theft, vandalism or (f) create derivative works of such Diebold -owned Software.
other criminal acts. While Diebold strives to always exceed customer Customer agrees to cooperate with Diebold in making available
expectations, no service can guarantee uninterrupted or error free Customer's records, computers, and other resources to the extent
operation, and Diebold makes no such guarantee herein. necessary for Diebold or its designee to verify that Customer is
5. SOFTWARE LICENSE TERMS: in compliance with all terms of this Agreement.
e. SOFTWARE SUPPORT AND UPDATES: Unless
a. LICENSE: Any Software Solution that is provided by otherwise expressly set forth in an OSS or other Ordering
Diebold to Customer is licensed and not sold. Subject to Document, Diebold is not obligated to provide support, updates
Diebold's acceptance from Customer of an OSS or other or upgrades for Diebold -owned Software or TPS. Support for
Ordering Document and Customer paying the license fees and such Software may be made available for an additional fee.
complying with all the applicable license terms, Diebold grants
to Customer a non - exclusive, non - transferable license to operate f. USE AND OPERATION OF THIRD PARTY
the number and type of Software copies specified on such OSS
or other Ordering Document ( "Licensed Copies "). SOFTWARE: If Solutions, or the installation, configuration or
operation thereof by Diebold, cause Diebold to possess, access
b. SCOPE OF LICENSE: The scope of the License may be or operate any TPS or other software provided by Customer,
Customer appoints Diebold as Customer's authorized agent for
set forth in the applicable OSS or other Ordering Document. If the limited purpose of conducting such activities.
the OSS or other Ordering Document does not set forth a
different scope, Customer may operate each Licensed Copy only
on a single computer or device and only to operate such single 6. SERVICES TERMS:
computer or device. For each Licensed Copy. Customer is a. GENERAL DESCRIPTION: As used herein "Services"
authorized to make one backup copy that shall be used and includes any installation or other professional services related to
retained by Customer for recovery purposes only. All rights in hardware, systems, implementation, or software, performed by
Software not expressly granted to Customer by this Agreement Diebold at the request of Customer, and includes without
are reserved by Diebold or its suppliers. limitation, any services that include system and/or software design,
development, programming and/or configuration. Services
c. THIRD PARTY SOFTWARE: Solutions may be regarding installation of Equipment ordered pursuant to a D &I
provided with open source software, freeware, or other software order under this Agreement are covered by the terms set forth
that is owned by a third party ( "Third Party Software" or herein and the applicable OSS or Ordering Document. Services
"TPS "). TPS is licensed to Customer under the terms specified other than the installation of Equipment pursuant to a D &I Order
by the owner of the Software. TPS license terms may be for such Equipment, will be ordered by way of a PSSOW. Upon
included with the TPS or posted at www.legaltermsatm.com. In accepting a PSSOW and receipt of any applicable payment as
cases where TPS license terms are posted on this website, the prescribed herein, Diebold will provide to Customer the Services
terms posted on the date the Customer signs the applicable OSS and the resources to carry out such Services as expressly described
or other Ordering Document for Licensed Copies that include in such PSSOW and will perform such Services in a professional
TPS shall be the terms that apply. Customer understands and and workmanlike manner All materials, equipment, software and
agrees that TPS is provided to Customer by, and all license other items which may be provided by Diebold in the course of
rights to TPS are granted to Customer by the TPS owners, not performing the Services will remain the property of Diebold unless
Diebold. otherwise expressly agreed in a writing signed by the duly
authorized representatives of both Diebold and Customer.
d. LICENSE RESTRICTIONS: Software licenses to
Customer pursuant to this Agreement will extend for as long as b. CUSTOMER'S OBLIGATIONS: As the Equipment ordered
Customer abides by the terms specified by this Agreement, hereunder will be installed at Customer designated locations,
including, without limitation, payment of the applicable license Customer is responsible for determining the suitability of
fees. Customer acknowledges and agrees that Diebold -owned locations for such Equipment and acknowledges that Customer's
Software and any written documentation associated therewith timely provision of access to facilities and cooperation are
constitute valuable trade secret information and unpublished essential to ensure timely performance of the Services.
copyrighted material which is owned by Diebold, and that any Additionally, if Diebold will be installing the Equipment (D &I
actual or threatened violation of this Agreement will cause Order), Customer is responsible for all site preparation and
Diebold Comprehensive Agreement Rev.10 /12 — CONFIDENTIAL Page 2 of 6
DCA NUMBER: US-
clean-up (unless otherwise agreed in writing), and the provision any alleged or actual violation of intellectual property rights which is
of utility and communication services as are necessary for based on or which results from any of the following:
Diebold to install and test the Equipment. As installation
activities often involve construction - related activity and a. any modification of Equipment or Software by someone
installation and/or removal of equipment containing cash and other than Diebold, or any use of Equipment or Software in an
other valuables, Customer will be responsible for securing and operating environment not specified in Diebold's
protecting its items of value during installation, other than the documentation, or
Equipment and/or Software being installed by Diebold
hereunder. At all times, Customer will be responsible for b. any combination, operation or use of Equipment or
providing Diebold with free and safe access to the installation Software with any item, software, data, method, or network that
site and related systems (including the permission of any site Diebold did not supply, or
owner if the location is not owned by Customer), ensuring
compliance with any site preparation recommendations or other c. Diebold's compliance with Customer's requests,
specifications provided by Diebold (including electrical and specifications or instructions; or the use of any items, software,
communication connectivity), maintaining a safe working data, networks or methods designated by or provided by
environment and ensuring that the installation site is free of any Customer or by any third party.
hazardous or dangerous materials or conditions and that Diebold
is authorized to complete necessary installation (including THIS PART 7 STATES THE SOLE AND EXCLUSIVE
drilling floors and walls and/or necessary physical site LIABILITY OF DIEBOLD, ITS AFFILIATES AND
modifications to anchor or install Equipment as necessary). SUPPLIERS FOR ANY THIRD PARTY CLAIMS OF
c. DERIVATIVE WORKS: Derivative works of Diebold -owned INFRINGEMENT, AND CUSTOMER'S SOLE AND
EXCLUSIVE REMEDY FOR SUCH CLAIMS.
Software developed by Diebold for Customer in the course of
performing Professional Services under a PSSOW or other 8. WARRANTIES AND REMEDIES
mutually agreed to Ordering Document, will be governed by the
terms of this Agreement. Such derivative works may include a. EQUIPMENT: Diebold warrants that each unit of
modifications to Software developed or provided by Diebold Equipment will conform to its associated documentation
during the provision of the Services, including without under normal use and operating conditions from acceptance
limitation software interfaces and extensions, and any related (as described in Part 3 above) for the following periods:
documentation. Notwithstanding the foregoing, in the event that
Services include (i) the delivery to Customer of derivative works For ATMS: 90 days
that are developed, modified or configured by Diebold in For all other Equipment: 1 year
accordance with Customer's requirements, instructions or
specifications, or (ii) the delivery or use of any software which If Customer notifies Diebold within the specified warranty
Customer has provided, requested or specified that Diebold period that the Equipment unit is defective, Diebold will, at
deliver or use, or (iii) delivery of software for which Customer Diebold's option and at Diebold's cost and expense: (i) repair
has no signed license with Diebold, or (iv) delivery of any non or replace any Equipment alleged to be defective, or (ii) refund
Diebold -owned Software, Diebold makes no warranties the amount paid by Customer for the Equipment unit which is
concerning such software or related Services, and disclaims any alleged to be defective. If Diebold requests the return of the
warranty that such software or Services can be used without Equipment, then any such refund may only be made after the
infringing the rights of third parties, and notwithstanding Part 7 defective Equipment has been returned to Diebold.
hereof, Customer will defend, indemnify and hold Diebold b. SERVICES: Diebold warrants that the Services will be
harmless from any intellectual property infringement claim
related to such software or Services. performed in a professional and workmanlike manner and in
accordance with generally accepted industry standards. If
7. INDEMNITY: Diebold will defend Customer, at Customer notifies Diebold within thirty (30) days after
Diebold's expense, against any claim by a third party that Diebold- performance of the Services that such Services have not
owned Software or Diebold - manufactured Equipment infringes any been performed to such standards, Diebold will re- perform
U.S. patent, trademark, or copyright, and Diebold will pay all final such Services to remedy any such deficiency. If Diebold is
judgments and damages that a court awards based on such claim up unsuccessful in remedying any such defective Services,
to an aggregate amount of One Million Dollars ($1,000,000). This Diebold will refund Customer's payments made in
obligation of Diebold is expressly conditioned on Customer promptly connection with such defective Services.
notifying Diebold in writing of the claim, and cooperating with and
allowing Diebold to control the defense and settlement of such claim. c. SOFTWARE: Each Licensed Copy of Diebold -owned
In addition, if a claim of infringement is made or appears likely to be Software is warranted to conform to the associated Diebold
made, Diebold may, at its option, obtain the right for Customer to Software documentation delivered to Customer with such
continue using the Software or Equipment accused of infringement, copy for a period of six (6) months after acceptance of such
or modify or replace the Equipment or Software . If, in Diebold's copy, unless deployed on an item of Equipment sold
reasonable judgment the accused Equipment and/or Software cannot hereunder in which case the warranty period shall be the
be made free of such claims at a reasonable cost, Customer agrees to same period as applicable to the applicable item of
cease use thereof and return such Equipment and/or Software to Equipment. TPS is warranted in accordance in the
Diebold. Diebold will refund the then - current value of such returned applicable license granted by the owner of the TPS. If
Equipment and/or Software, based on five -year straight line Customer notifies Diebold during the warranty period that a
depreciation from the date such Equipment or Software was placed in Licensed Copy of Diebold owned Software is defective,
service. Diebold will, at Diebold's option and at Diebold's cost and
expense, (i) repair or replace the Licensed Copy alleged to
Notwithstanding the foregoing, Diebold shall have no obligation for be defective, or (ii) refund the license fees paid by Customer
Diebold Comprehensive Agreement Rev.10 /12 — CONFIDENTIAL Page 3 of 6
t
DCA NUMBER: US-
for the Licensed Copy which is alleged to be defective. If and/or for any time spent by Diebold personnel waiting for
Diebold requests return of the Licensed Copy, then such access to Customer's facilities, equipment, services, data or
refund may only be made after Customer's use of such copy material, Customer will pay Diebold's then prevailing rates, and
has been discontinued and the original media on which such such amounts will be in addition to the applicable fee for
copy was delivered has been returned to Diebold. Services. Unless otherwise expressly provided in the respective
d. EXCLUSIONS• The foregoing Equipment and Services PSSOW, the fee for Services excludes travel and living expenses
warranties do not include repairs, replacements, adjustments of Diebold personnel rendering the Services, and Customer will
or increased service time required as a result of the reimburse Diebold therefor upon receipt of Diebold's invoice.
following: improper installation (unless such installation is The pricing for Solutions is based on Diebold being able to use
made by Diebold); failure to operate the Solution in its regular employees or contractors to perform any installation
accordance with the associated documentation; misuse; Services. If union labor or prevailing wage requirements are
abuse; negligence; accident; failure to maintain applicable, Customer agrees to pay any additional expenses that
environmental conditions for the Solution; modifications, Diebold may incur because of such local conditions. Customer
alterations, attachments or connections to Solutions made by is responsible for obtaining and paying for all licensing, permits
persons other than Diebold; use of equipment, data, and network access required for the installation or use of
Solutions.
programs, supplies, materials or accessories that have not
been supplied by Diebold or approved by Diebold in writing; e. LATE PAYMENT: If Customer fails to pay or disputes in
or services rendered by persons other than Diebold. writing any amount when due, and such nonpayment continues
THE FOREGOING ARE THE SOLE WARRANTIES for thirty (30) days or more, Customer will pay interest at the
PROVIDED BY DIEBOLD WITH RESPECT TO THE rate of one and one half percent (11/2%) per month or the
SOLUTIONS, SOFTWARE, EQUIPMENT AND SERVICES maximum rate permitted by law (whichever is less) on the entire
PROVIDED HEREUNDER, AND ARE IN LIEU OF ALL unpaid balance for each month or portion thereof that payment is
OTHER WARRANTIES, EXPRESSED OR IMPLIED, late. If Customer fails to provide any necessary information for
INCLUDING WITHOUT LIMITATION, IMPLIED Diebold to manufacture or install any Solution or if Customer
WARRANTIES OF MERCHANTABILITY FITNESS FOR A delays or defers delivery or installation of the Solution,
' Diebold's time for performance will be correspondingly
PARTICULAR PURPOSE AND NON - INFRINGEMENT. extended, and Customer will pay all costs including reasonable
THE FOREGOING FURTHER PROVIDES CUSTOMER'S costs for storage and insurance on the Equipment during the
EXCLUSIVE REMEDY FOR ANY ALLEGED BREACH OF period of delay. Customer will pay storage charges at the rate of
ANY SUCH WARRANTIES. one and one half percent (11/2%) of the charge for the Equipment
9. FEES — COMPENSATION — PAYMENT — TAXES: per month until delivery.
Payment of Solution costs, license fees, and charges will be as f. ORDER CANCELLATION: In the event Customer requests to
follows: modify or cancel an order for an uninstalled and undelivered
a. ONE TIME FEES: For Equipment and Software fees, the Solution (other than Services) after Diebold has commenced
prices and fees and payment terms thereof will be as stated on manufacturing or procuring items for the Solution, or has
the OSS or other Ordering Document. For installation Services acquired the Equipment to be furnished to Customer hereunder,
ordered with Equipment and/or Software, fees and payment then Diebold may make its acceptance of such request
terms will be due as set forth in the billing terms stated on the contingent on payment by Customer of: (i) all costs of return
applicable OSS or other Ordering Document. shipping or delivery, and (ii) cancellation fees equal to seventy-
five percent (75 %) of the full price of any customized
b. ANNUAL LICENSE FEES: Annual License fees for Software, Equipment and/or Software; and fifty percent (50 %) of the full
if applicable, will be invoiced and are due each year thirty (30) price of any non - customized Equipment and/or Software. For
days in advance of the anniversary of the signature date of the purposes of this Section, the parties agree that Diebold, in its
Ordering Document for the Software copy. Diebold has the sole discretion, will determine if Equipment and/or Software is
right to adjust annual license fees. Diebold will give Customer customized or non - customized. Notwithstanding the above,
at least sixty (60) days advance notice of any increase, and if however, Customer may not cancel or modify an order for any
Customer does not wish to pay such increase Customer may Solution hereunder less than thirty (30) days prior to the
terminate the license by discontinuing use of the Software and scheduled delivery or installation date as the case may be as set
returning all copies to Diebold. forth on the OSS or other Ordering Document for such Solution,
c. PROFESSIONAL SERVICES FEES: For Services ordered whichever is applicable.
separately on a PSSOW, Diebold will submit invoices with fifty g. TAXES: All prices for Solutions are exclusive of taxes such as
per cent (50 %) of the Services Fee quoted in the PSSOW which excise, sales, use or value added taxes which may be imposed by
is due within thirty (30) days from the date of signature of the any taxing authority. If any such taxes must be paid by Diebold
PSSOW and fifty per cent (50 %) is due upon completion of or if Diebold is liable for the collection of such tax (other than
Services or one - hundred twenty (120) days from the date of taxes based solely on Diebold's income), the amount thereof
signature of the PSSOW, whichever occurs first. will be in addition to the amounts at which Diebold offers to sell
d. SERVICES OUTSIDE OF SCOPE: The fee for Services is the Solution. Customer agrees to pay all such taxes or to
based on Services only being rendered during normal working reimburse Diebold for such taxes within ten (10) days of receipt
hours, 8 a.m. to 5 p.m. Monday through Friday (except for legal of invoice.
holidays where the Services are performed). If Customer Sales and Use Tax Exemption (please check one):
requests and Diebold provides Services performed outside of the
normal working hours stated above, Customer will pay Customer is exempt from Sales and Use Tax
Diebold's then prevailing overtime rates in addition to the fee
for Services. For Services beyond the scope of the PSSOW
Diebold Comprehensive Agreement Rev.10 /12 — CONFIDENTIAL Page 4 of 6
DCA NUMBER: US-
Customer is not exempt from Sales and Use Tax performance of any portion of a Solution, including but not limited
to, the delivery or installation of any of the Equipment and/or
If the exempt box is checked above, Customer must attach its Software described in an Ordering Document, for a period of more
exemption certificate to this Agreement upon execution. If than one (1) month; and upon any such termination, Customer will
Customer is not exempt, Customer will be responsible for be responsible for any actual direct fees and expenses incurred to
payment of all applicable taxes. If Customer claims exemption the point of termination as well as Diebold's prevailing fees for
from any such taxes, Customer will defend and hold Diebold rescheduling, restocking or reallocation, including any applicable
harmless from and against any claim that Diebold must pay or fees as referenced in 9(0 for the associated Solution.
collect such taxes, and Customer will pay any interest or e. EFFECT ON SOFTWARE LICENSE: Termination of
penalties and the legal and other costs of defending against any this Agreement for reasons other than a breach by Customer will
such claim. not result in the loss of Customer's right to use Licensed Copies
that were properly licensed and paid for prior to termination,
10. RECIPROCAL LIMITATION OF LIABILITY: subject to Customer's obligations to continue to pay any applicable
NEITHER PARTY'S LIABILITY TO THE OTHER FOR ANY license fees and abide by all applicable license terms. Any OSS or
AND ALL CLAIMS UNDER THIS AGREEMENT, OR other Ordering Document accepted by Diebold prior to the
RELATED TO SOLUTIONS OR THE USE THEREOF, effective date of any termination for convenience will be binding
INCLUDING CLAIMS BASED ON CONTRACT, on the parties. In the event of Diebold's termination of this
NEGLIGENCE AND /OR STRICT LIABILITY WILL EXCEED Agreement due to Customer's breach or insolvency or due to a
THE AGGREGATE AMOUNT OF ONE HUNDRED violation or expiration of a Software license, Customer will
THOUSAND ($100,000) DOLLARS, REGARDLESS OF THE immediately discontinue use of the Software and will return the
NUMBER OF CLAIMS THAT MAY ARISE DURING THE original media and all copies of the Software to Diebold along with
TERM HEREOF. the original and all copies of the documentation. Customer will
immediately destroy all copies of the Software remaining in
NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, electronic or other memory.
INCIDENTAL, INDIRECT OR CONSEQUENTIAL f. SURVIVAL: The following provisions will survive any
DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF termination of this Agreement: Parts 1, 3,4, 5, 6, 7, 8(d), 9, 10, 11
BUSINESS OR LOSS OF PROFIT, OR ANY DAMAGES OR and 12
EXPENSES ASSOCIATED WITH UNLAWFUL OR
UNAUTHORIZED USE OR ACCESS BY A THIRD - PARTY. 12. GENERAL CONDITIONS
a. ASSIGNMENT: The Customer may not assign or delegate
The limitations set forth above will not apply to either party's
obligations of indemnification, any violation of the other party's any of its rights or obligations under this Agreement without the
express prior written consent of Diebold, which consent will not be
intellectual property rights, or Customer's payment obligations under
unreasonably withheld, and any unauthorized assignment or
this Agreement.
delegation will be void.
11. TERM AND TERMINATION: This Agreement will be b. FURTHER ASSURANCES: The parties hereto agree to
effective from the Effective Date and will continue thereafter execute any further instruments, agreements and/or documents,
until terminated in accordance with this Part 11. and to take such further action, upon the reasonable request of the
other party hereto, which is necessary in order to carry out and
a. BREACH: Either party may terminate this Agreement if a
effectuate the purpose and intent of this Agreement.
material breach by the other party is not cured within thirty (30)
days of the non - breaching party giving written notice of breach to c. WAIVER: Failure of either party hereto to insist upon
the other party. Any such termination will not waive the non- strict conformance with any of the terms or conditions of this
breaching party's right to seek any other remedy provided by this Agreement will not be deemed a waiver of a party's right to
Agreement require strict conformance therewith at any subsequent time, or
b. INSOLVENCY: Diebold may terminate this Agreement if compliance with any other provision hereof, nor will any such
Customer files a petition for or becomes subject to an involuntary failure be deemed a course of dealing resulting in a modification of
action for relief under any applicable bankruptcy, insolvency or the express terms of this Agreement. If any term or provision of
this Agreement is held to be illegal or unenforceable, the
reorganization legislation (including any takeover or intervention
from remainder of this Agreement will not be affected thereby and each
rom the FDIC), or seeks or becomes subject to an action for the
term or provision of this Agreement will be valid and enforceable
appointment of a receiver of any part of its assets or property, or if
to the fullest extent permitted by law. The parties agree that any
Customer makes a general assignment for the benefit of creditors,
suspends business or becomes insolvent; arbitrator or court reviewing this Agreement will reform any illegal
or unenforceable provision to carry out the express intent of the
c. CONVENIENCE: Either party may terminate this parties as set forth herein to the fullest extent permitted by law.
Agreement without cause by giving the other party at least sixty c. INDEPENDENT CONTRACTORS. Nothing contained
(60) days advance written notice. Notice will be effective if given in this Agreement will be deemed to create a relationship of
at the address listed in Part 12(h) hereof, as may be amended in agency, employment, partnership or joint venture between the
writing by the parties from time to time, provided that notice is by parties.
certified mail or courier service which provides proof of receipt.
Customer will pay Diebold all fees due and owing including all d. GOVERNING LAW: This Agreement will be governed
sums due pursuant to any OSS or other Ordering Document by the law of the State of Ohio, USA, without regard to any
outstanding at the time of such termination. conflicts of laws provisions thereof. The United Nations
d. DELAY: Diebold may terminate a PSSOW, OSS, or other Convention on Contracts for the International Sale of Goods and
Ordering Document for default if Customer delays Diebold's
Diebold Comprehensive Agreement Rev.10 /12 — CONFIDENTIAL Page 5 of 6
4
DCA NUMBER: US-
the Uniform Computer Information Transactions Act will not h. NOTICE: Any notice pursuant to this Agreement will be
apply to this Agreement. given in writing to the address listed in this Part 12(h), by
e. COMPLIANCE: The parties will at all times adhere to the overnight courier, certified mail or other form of delivery which
provides evidence of a party's receipt thereof. Any notices will be
U.S, export laws and regulations and will not export or re -export effective upon receipt.
any technical data, Equipment and/or Software, or other products
received pursuant to this Agreement unless authorized by U.S. If intended for Diebold: With a Copy to:
export laws and regulations and will adhere to ethical business Diebold, Incorporated Diebold, Incorporated
practices, including but not limited to the Foreign Corrupt 5995 Mayfair Road 5995 Mayfair Road
Practices Act, and applicable law regarding ethical supply chain North Canton, Ohio 44720 North Canton, Ohio 44720 -8077
and/or procurement practices. Each party hereto further agrees that Attn: Executive Vice Attn: Vice President and General
to the extent applicable to Solutions provided hereunder, it will President, North American Counsel
comply with the terms of Title V of the Gramm- Leach - Bliley Act Operations
of 1999 (Public Law 106 -102, 113 Stat. 1338) and its
implementing regulations, and the "Interagency Guidelines If to Customer: At the address set forth in the beginning of this
Establishing Standards for Safeguarding Customer Information" Agreement.
(Exhibit B to 12 CFR Part 364).
f. NON - DISCLOSURE & ANNOUNCEMENT: The i. FORCE MAJEURE: Should any circumstances beyond
terms of this Agreement, any OSS or PSSOW, other Ordering the control of Diebold or Customer occur that delay or render
Document as well as any Diebold proposal to provide Solutions to impossible the performance of any obligation due under this
Customer, will be treated as confidential by the Parties. However, Agreement (other than payment obligations), such obligation will
be postponed to such time as necessary or cancelled if performance
upon execution of this Agreement and/or upon submission of has been rendered impossible thereby.
Orders hereunder Customer and Diebold agree that Diebold may
issue a press release announcing this new relationship and j. ENTIRE AGREEMENT: This Agreement states the
highlighting the scope of the new Solutions Diebold will be entire agreement between Customer and Diebold concerning
providing to Customer. Solutions ordered or received by Customer after the Effective Date
g. ELECTRONIC SIGNATURE LAW: The parties agree hereof and supersedes all prior proposals or agreements whether
that Customer's request in any form to receive the Solutions oral or written with respect thereto. No alteration, waiver or
whether by fax, e-mail or other tangible or non - tangible means will modification of any provision of this Agreement will be effective
be sufficient to subject Customer and any such Solutions delivered unless it is in writing, expressly indicates that it modifies this
pursuant to such request or otherwise produced or delivered to Agreement and is signed by the duly authorized representative of
Customer, to the terms of this Agreement. The parties agree that both Customer and Diebold. Unless expressly provided otherwise
application of a cursive or facsimile signature and transmittal of an herein, to the extent that the terms of any PSSOW, OSS or other
Ordering Document conflict with the terms of this Agreement, the
electronic copy of this form, or an OSS or PSSOW or other terms of this Agreement will control. The parties acknowledge
Ordering Document will be sufficient to bind each party to the their agreement to this Diebold Comprehensive Agreement by the
terms of this Agreement, and that an electronic reproduction of this signatures of their duly authorized representatives below.
form or an OSS, PSSOW, or other Ordering Documents will be
given the same legal effect as a written document signed by a
party
ACCEPT • i B STOM -' -. ACCEPTED BY DIEBOLD, INCORPORATED
• of O + i
ark . 1 : 1
Costs - e e �
lure 1_ da I Signature date
- 1 Jo1nsv.1
Printed • , . ed Name Printed or Typed Name
Title Title
Diebold Comprehensive Agreement Rev.10 /12 - CONFIDENTIAL Page 6 of 6
ce(