HomeMy WebLinkAboutEdge Wireless, LLC 2005-02-22 ; . �?�. �3����
WIRELESS COMMUNICATIONS SERVICE CONTRACT BETWEEN
EDGE WIRELESS,LLC,an Oregon limited liability company,and
T�IE CITY OF UKIAH
"CITY OF UKIAH" "EDGE WIRELESS"
City of Ukiah Edge Wireless,LLC,an Oregon limited liability
com an
CTTY OF UKIAH NOTTCE ADDRESS EDGE WLRELESS NOTICE ADDRESS
Attn: Paulette Klingbeil Attn: Keith Aisner
MIS Coordinator Edge Wireless
300 Seminary Avenue 516 East Perkins
Ukiah, CA 95482 Pear Tree Center
Ukiah,CA 95482
with a copy to:
Edge Wireless,Attn: General Counsel
650 SW Columbia, Ste 7200
Bend, OR 97702
CITY OF UKIAH CONTACT EDGE WIR.ELESS CON'T'ACT
Name: Paulette Klingbeil Name: Keith Aisner
Title:MIS Coordinator Title: Account Executive ,
Telephone: 707-463-6209 Telephone: 707-391-3343
F�: 707-463-6204 Fax: 707-468-575�
E-mail: aulette cityofukiah.cozn E-mail: kaisner edgewireless.com
CTTY O�'UKIAH BILLING ADDRESS
Attn: Paulette Klingbeil
This Contract consists of this Cover Page,the attached Special Terms and Conditions, and the
attached General Terms and Conditions, each of which is attached hereto and incorporated herein by
this reference(collectively,this"Contract").This Contract is effective as of February 22,2005, and
continues in effect for a period of two(2)years,unless earlier terminated in accordance with the
provisions of this Contract. The City of Ukiah may extend the Contract for one additional year.
THE CITY OF UKIAH'S AUTHORIZED SIGNATURE BELOW ACKNOWLEDGES THAT THE
CITY OF UKIAH HAS READ AND UNDERSTANDS EACH OF THE TERMS AND CONDITIONS OF
THIS CONTRACT AND AGREES TO BE BOUND BY THEM.
CITY OF EDGE WIRELESS�LL
�s
By: By:
.�� � Its: General Manager
Date:
Date: ��"f��� �
CITY OF UKIAH SPECIAL TERMS AND CONDITIONS
A. GENERAL
1. Legality and Severability
The parties' actions under the Contract shall comply with all applicable laws, rules,
regulations, court orders, and governmental agency orders. If a provision of the Contract is
terminated or held to be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall remain in full effect.
2. Taxes
The City of Ukiah shall not make payment for any personal property taxes levied on Edge
Wireless or on any taxes levied on employee wages. The City of Ukiah shall only pay for any
applicable Federal, State or local sales or use taxes on the services rendered or equipment
and/or parts supplied to the City of Ukiah pursuant to the Contract.
3. Representation of the City of Ul�ah
In the pexformance of the Contract, Edge Wireless,its agents and employees, shall act in an
independent capacity and not as officers, employees, or agents of the City of Ukiah.
4. Edge Wireless Primary Contact
Edge Wireless will designate an individual to serve as the primary point of contact for the
Contract. Edge Wireless or designee must respond to City of Ukiah inquiries within two (2)
business days. Edge Wireless shall not charge the primary point of contact without written
notification and acceptance of the City of Ukiah. Edge Wireless will also designate a back-
up point of contact in the event the Prunary contact is not available.
5. Change of Address
Edge Wireless shall norify the City of Ukiah in writing of any change in mailing address
within ten (10) business days of the change.
6. Subcontracting
Edge Wireless shall not subcontract the provision of the primary service to be provided,i.e.
wireless communications services,without the City of Ukiah's written consent. The City of
Ukiah acknowledges that Edge Wireless may, however, use subcontractoYS for various
functions that are or may be included in the primary service including but not limited to
billing, data services, applications, insuYance, equipment installation, etc. and Edge WiYeless
does not need to obtain the City of Ukiah's consent to the use of subcontractors of this
nature. Any subcontracting shall be subject to the same provisions as Edge Wireless. Edge
Wireless shall be fully responsible for the performance and payments of any subcontracting.
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7. Agreement Assignabiliry
Without the prior written consent of the City of Ukiah, the contract is not assignable by
Edge Wireless either in whole or in part. Notwithstanding the foregoing,Edge Wireless may
assign this Agreement without the City of Ukiah's consent to any entity controlling,
controlled by or under common control of Edge Wireless or to any entity acquiring
substantially all of Edge Wireless' assets through merger, sale or otherwise. For the purpose
of this paragraph, "control" is defined as a direct or indirect ownership of 30% or more of
the outstanding stock,ownership interest or other equity interest in the party controlled.
8. Agreement Amendments
Edge Wireless agrees any alterations,variations, modifications, waivers, or provisions of the
Contract shall be valid only when reduced to writing, duly signed, attached to the original
Contract,and approved by the required persons.
9. Termination for Convenience
The City of Ukiah agrees to maintain a minimum of fifty (50) lines of service with Edge
Wireless during the twenty-four month Contract term. In the event that the City of Ukiah
elects to terminate the Contract in its entirety during the first twelve months of the Contract,
the City of Ukiah will be assessed a contract termination fee of Five Thousand Dollars
($5000.00). Thereafter the City of Ukiah will be assessed a terinination fee based on a
calculation using its minimum service rate of $599 mulriplied by its minimum line
commitrnent of 50 lines multiplied by the number of months remaining in the Contract:
Months 1-12: $5000
Month 13: $3294.50
Month 14 $2995.00
Month 15 $2695.50
Month 16 $2396.00
Month 17 $2096.50
Month 18 $1797.00
Month 19 $1497.50
Month 20 $1198.00
Month 21 $898.50
Month 22 $599.00
Month 23 $299.50
10. Attorney Fees and Costs
If any legal action is instituted to enforce any party's rights hereunder, each party shall beax
its own costs and attorney fees regardless of who is the prevailing party. This paragraph
shall not apply to those costs and attorney fees directly arising from a third-party legal action
against a party hereto and payable under Section B,Indemnification.
11. Venue
The venue of any action or claim brought by any party to this Contract will be the Superior
Court of Mendocino County. Each party hereby waives any law or rule of the court,which
would allow them to request or demand a change of venue. In any action or claim
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concerning this Contract is brought by any third party, the parties hereto agree to use their
best efforts to obtain a change of venue to the Superior Court of Mendocino County.
12. Jury Trial Waiver
Edge Wireless and City of Ukiah hereby waive their respective rights by jury for any cause of
action, claim, counterclaim, or cross-complaint in any action, proceedings, and/or hearing
brought by either Edge Wireless against the City of Ukiah or the City of Ukiah against Edge
Wireless on any matter arising out of, or in any way connected with this Contract, the
relationship of Edge Wireless and the City of Ukiah, or any claim of injury or damage, or the
enforcement of any remedy under any law, statute, or regulation, emergency or otherwise,
now or hereafter in effect.
13. Notification Regarding Performance
In the event of a problem or potential problem that will impact the quality or quantity of
work, services, or the level of performance under this Contract, Edge Wireless shall notify
the City of Ukiah widiin one (1)warking day,in writing and by telephone.
14. Conflict of Interest
Edge Wireless shall make all reasonable efforts to ensure that no City of Ukiah officer or
employee, whose position in the City of Ukiah enables him/her to influence any award of
this Contract or any competing offer, shall have any direct or indirect financial interest
resulting from the award of this Contract or any relationship to the Edge Wireless,or officer,
or employee of the Edge Wireless.
15. Improper Consideration
Edge WiYeless shall not offer (eithex directly or through an intermediary) any improper
consideration such as, but not limited to, cash, discounts, service, the provision of travel or
entertainment, or any items of value to any officeY, employee, or agent of the City of Ukiah
in an attempt to secure favorable treatment regarding this Contract.
The City of Ukiah, by written notice, may immediately terminate any Contract, if it
determines that any improper consideration as described in the preceding paxagxaph was
offeYed to any officer, employee, or agent of the City of Ukiah with respect to the proposal
and award process. This pYOhibition shall apply to any amendment, extension, or evaluation
process once a Contract has been awarded.
Edge Wireless shall immediately report any attempt by a City of Ukiah officer, employee, or
agent to solicit (either direcdy or through an intermediary) improper consideration from
Edge Wireless. The report shall be made to the supervisor or manager charged with
supervision of the employee or to the City Managers Office. In the event of a termination
under this provision, the City of Ukiah is entitled to pursue any available legal remedies.
16. Employment of Former City Officials
Edge Wireless agrees to provide or has already pxovided information on former City of
Ukiah administrative officials (as defined below) who are employed by or represent Edge
Wireless. The information provided includes as list of former City of Ukiah adininistrative
officials who terminated City of Ukiah employment within the last five years and who are
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now officers, principals, partners, associates, or members of the business. The information
also includes the employment with or representation of Edge Wireless. For purposes of this
provision, "City adininistrative official" is defined as a member of the City Council, City
Manager or member of such officer's staff, City Directors, or any employee in the
Management Unit,or Public Safety Units (I'olice and Fire).
17. Inaccuracies or Misrepresentations
If in the administration of a Contract, the City of Ukiah determines that Edge Wireless has
made a material misstatement, misrepresentation, or omission that materially inaccurate
information has been provided to the City of Ukiah during the RFP process, the Contract
may be imtnediately terminated. In the event of a termination under this provision, the City
is entitled to pursue any available legal remedies.
18. Ownership of Documents
All documents, data, products,graphics, computer programs, and reports prepared by Edge
Wireless pursuant to this Contract shall be considered property of the City of Ukiah upon
payment for product/services. All such items shall be delivered to the City of Ukiah at the
completion of woYk under this Contract, subject to the requirements of the Section A Item
9, Terminarion for Convenience. Unless otherwise directed by the City of Ukiah, Edge
Wireless may retain copies of such items.
19. Release of Information
No news releases, advertisements,public announcements or photographs arising out of this
Contract or Edge WiYeless'relationship with the City of Ukiah may be made or used without
prior written approval of the City of Ukiah.
20. Disclosure of Criminal and Civil Proceedings
The City of Ukiah reserves the right to request the informarion described herein from the
vendor selected for contract award. Failure to provide the information may result in a
disqualification from the selection process and no award of contract to the vendor. The City
also reserves the right to obtain the requested information by way of a background check
performed by an investigative firm. The selected vendor also may be xequested to provide
information to claxify initial responses. Negative information provided or discovered may
result in disqualification from the selection process and no awaxd of contract.
The selected vendor may be asked to disclose whether the firm, or any of its partnexs,
principals,members, associates or key employees (as that term is defined herein),within the
last ten years, has been indicted on or had charges brought against it or them (if still
pending) oY convicted of any crime or offense arising directly or indirectly from the conduct
of the firm's business, or whether the firm, or any of its partners, principals, members,
associates, or key employees, has within the last ten years, been indicted on or had charges
brought against it or them (if still pending) ox convicted of any crune or offense involving
financial misconduct or fraud. If the response is affirmative, the vendor will be asked to
describe any such indictments or charges (and the status thereo�, convictions and the
surrounding circumstances in detail.
In addition, the selected vendor may also be asked to disclose whether the firm, oY any of its
partners, principals, members, associates, or key employees, within the last ten years, has
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been the subject of legal proceedings as defined herein arising directly from the provision of
services by the firm or those individuals. "Legal proceedings"means any civil acrion filed in
a court of competent jurisdiction, or any matters filed by an administrative or regulatory
body with jurisdiction over the firm or the individuals. If the response is affirmative, the
Vendor will be asked to describe any such legal proceedings (and the status and disposition
thereo fl and the surrounding circumstances in detail.
For the purposes of this provision"key employees"includes any individuals providing direct
service to the Ciry. "Key employees" do not include clerical personnel providing service at
the firm's offices or locations.
B. INDEMNIFICATION AND INSURANCE REQUIREMENTS
1. Indemnification
Edge Wireless agrees to indemnify, defend and hold harmless the City of Ukiah and its
authorized officers, employees, agents and volunteers from any and all claims, actions,
losses, damages, and/or liability arising out of this Contract from the acts or omissions of
Edge Wireless,its agents, employees and from any costs or expenses incurred by the City on
account of any claim therefor,except where such indemnificarion is prohibited by law.
The City agrees to indemnify, defend and hold harmless Edge Wireless and its authorized
officers, employees, agents and volunteers from any and all claims, actions, losses, damages,
and/or liability which are alleged to be solely caused by the negligent or willfully wrongful
acts oY omissions of the City, its agents, or employees (and not caused or contributed to by
any negligent or willfully wrongful act or omission of Edge Wireless, its officers, agents or
employees) and from any costs or expenses incurred by Edge Wireless on account of any
claim therefor, except where such indemnification is pYOhibited by law.
2. Insurance
Edge Wireless shall procure and maintain for the duration of the Contract insurance against
claims for injuxies to persons or damages to properry which may arise from or in connection
with the performance of the work hereunder by the Edge Wixeless, its agents,
representatives, employees or subcontractors.
Minimum Scope of Insurance
Coverage shall be at least as broad as:
1.Insurance Services Office Commercial General Liability coverage (occurrence form
CG 0001).
2.Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile
Liability, code 1 (any auto).
3.Worker's Compensation insurance as requiYed by the State of California and
Employer's Liability Insurance.
Minimum Limits of Insurance
Edge Wireless shall maintain limits no less than:
1.General Liability: $1,000,000 per occurrence for bodily injury, personal injury and
properry damage including operations, products and completed operations. If
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Commercial General Liability insurance or other form with a general aggregate limit
is used, either the genexal aggregate limit shall apply separately to this
project/location or the general aggregate limit shall be twice the required occurrence
limit.
2.Automobile Liability: $1,000,000 per accident for bodily injury and property
damage.
3. Employer's Liability: $1,000,000 per accident for bodily injury or disease.
Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City of
Ukiah. At the option of the City of Ukiah, either: the insurer shall reduce or eliininate such
deductibles or self-insured retenrions as respects the City of Ukiah, its officers, officials,
employees and volunteers; or Edge Wireless shall provide a financial guarantee satisfactory
to die City of Ukiah guaranteeing payment of losses and related investigations, claim
administration and defense expenses.
Other Insurance Provisions
The general liability and automobile liability policies are to contain, or be endorsed to
contain, the following provisions:
1. The City of Ukiah, its officers, officials, employees, and volunteers aYe to be
covered as insureds with respect to liability arising out of automobiles owned,
leased, hired or borrowed by or on behalf of Edge Wireless and with respect to
liability arising out of work or operations performed by or on behalf of Edge
Wireless including materials, parts or equipment furnished in connection with
such work or operations. General liability coverage can be provided in the form
of an endorsement to Edge Wireless'insurance,or as a separate owner's policy.
2. For any claims related to this project, Edge Wireless' insurance coverage shall be
primary insurance as respects the City of Ukiah, its officers, officials, employees,
and volunteers. Any insurance or self-insurance maintained by the City of Ukiah,
its officers, officials, employees, or volunteers shall be excess of the Edge
Wireless'insurance and shall not contribute with it.
3. Each insurance policy required by this clause shall be endorsed to state that
coverage shall not be canceled by eitheY party, except after thixty (30) days' prior
written notice by certified mail, return receipt requested, has been given to the
City of Ukiah.
4. Coverage shall not extend to any indemnity coverage for the active
negligence of the additional insured in any case where an agreement to
indemnify the additional insured would be invalid under Subdivision (b) of
Section 2782 of Civil Code.
Waiver of Subrogation
The workers' compensation policy is to be endorsed �vith a waiver of subrogation.
The insurance company, in its endorsement, agrees to waive all rights of subrogation
against the City of Ukiah, its officexs, officials, employees and volunteers for losses
paid under the terms of this policy which arises from the work performed by the
named insured for the City of Ukiah.
NOTE: You cannot be added as an additional insured on a workers' comp
policy.
Acceptability of Insurers
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Insurance is to be placed with insurers with a current A.M. Best rating of no less than
A:VII.
Verification of Covera�e
Edge Wireless shall furnish the City of Ukiah with original certificates and amendatory
endorsements affecting coverage required by this clause. The endorsements should be
on forms provided by the City of Ukiah or on other than the City of Ukiah's forms,
provided those endorsements or policies conform to the requirements. All ceYtificates
and endorsements are to be received and approved by the City of Ukiah before work
commences. The City of Ukiah reserves the right to require complete, cerrified copies
of all required insurance policies, including endorsements affecting the coverage
required by these specifications at any time.
Subcontractor
Edge Wireless shall include all subcontractors as insureds under its policies or shall
furnish separate certificates and endorsements for each subcontractor. All coverages
for subcontractors shall be subject to all of the requirements stated herein.
3. Insurance Review
The above insurance requirements are subject to periodic review by the City of Ukiah. The
City's Risk Manager is authorized, but not required to reduce or waive any of the above
insurance requirements whenever the Risk Manager determines that any of the above
insurance is not available,is unreasonably priced, or is not needed to protect the interests of
the City of Ukiah. In addition,if the Risk Manager determines that heretofore,unreasonably
priced, or unavailable types of insurance coverage or coverage limits become reasonably
priced or available, the Risk Manager is authorized, but not required, to change the above
insurance requirements to require additional types of insurance coverage or higheY coverage
limits, provided that any such change is reasonable in light of past claims against the City of
Ukiah,inflation,or any other item reasonably related to the City of Ukiah's risk.
Any such reduction or waiver for the entire term of the Contract and any change requiring
additional types of insurance coverage or higher coverage limits must be made by
amendment to this Contract. Edge Wireless agrees to execute any such amendment within
thirty(30) days of receipt.
C. Right to Monitor and Audit
1. Right to Monitor
The City of Ukiah and the State of California shall have absolute right to review and audit all
records and books directly related to the delivery of services provided under this Contract
subject to applicable privacy laws. Edge Wireless shall cooperate in any audit at reasonable
times upon pxior notice.
2. Availability of Records
All Yecords and books pertaining to services delivered shall be available for examination and
audit by City,Federal and State Yepresentatives for a pexiod of three years after final payment
under the Contract or until all pending City, State and Federal audits axe completed,
whichever is later.
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D. Rate Plans
The City of Ukiah may subscribe to any currently available Edge Wixeless TDMA or GSM
rate plan$5.99 or higher at the then published rates.
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+LOCAL DATA RATE PLAN
In conjunction with any Edge+Plus rate plan, the City of Ukiah shall inirially place 28 users
on the +Local Data 1MG plan at$4.99 per month per device which includes 1 MB monthly
local data usage only; $0.008 per KB after 1 MB. This is an access charge only and does not
include extra features, equipment, roaming, taxes, fees, surcharges or assessments.
Notcvithstanding the foregoing, during the initial 90 days of the Contract, these 28 users will
not be charged for any data overages incurred in excess of 1 NIB of use per month.
E. Equipment pricing:
During the term of the Contract, the City of Ukiah may purchase equipment from Edge
Wireless at the two year pricing discount. The City of Ukiah may also purchase accessories
from Edge Wireless at a discount of 25%below retail pxicing.
F. Generally
The attached General Terms and Conditions will be incorporated into the terms of the
Contract except to the extent the terms and conditions axe inconsistent with these Special
Terms and Conditions.
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Terms and Conditions
Agreement: This is an agreement("AgreemenY')for wireless radio telecommunications services and related services and/or features
("Service")belween you and Edge Wireless("us"or"we"). The radio facilities owned by Edge Wireless comprise our"Nelwork",and your
assigned telephone,data and/or messaging number(s)is your"Number'. The term"Device"means the SIM(Subscriber ldentity Module)
Card and/or wireless receiving and transmitting equipment that we have authorized to be programmed with the Number and any accessories.
The terms and conditions of your Service are governed by this Agreement and the calling,data or mobile Internet plan(s),feature(s)and/or
promotion(s)you select as described in separate rate plan,feature and promotional brochures and materials(your"Rate Plan"),and at
edgewireless.com and/or in an Edge Wireless Welcome Guide(collectively"Sales Information"),all of which were provided when you
activated Service and are a part of this Agreement.If you 1)use the Service or the Device,or 2)accept any benefit in exchange for
committing to new terms and conditions and/or a new contract term,or 3)pay us any amount for the Service,you consent to the terms and
conditions set forth in this Agreement. If you do not agree with these terms and conditions or new contract term,do not use the Service or
Device and notify us immediately to cancel Service and/or retum the Device or other benefit received.
Term: The term of this Agreement for each Number depends on the Rate Plan you select and is described on the front of this Agreement or
in the Sales Information. The term of this Agreement for each Number begins on the date we activate Service for that Number or the date
you accept a benefit that extends or renews the term and ends when Service for that Number is terminated. If you select a Rate Plan that
requires a fixetl term of more than one month(such as a one-year Rate Plan),you agree to purchase service for the full term. After the fixed
term expires,or if you are not on a fixed term,this Agreement will continue month-to-month until terminated by either party with 30 days
advance notice.
Termination Fee:If you terminate Service before the end of your fixed term or we tertninate following your Default,you agree our damages
will be difficult or impossible to determine and agree to pay us,as a reasonable estimate of our damages in addition to all other amounts
owing,a cancellation fee for each Number in an amount equal to the lesser of(i)$25 for each month remaining in your contract term at the
time of termination or(ii)$250. The monthly service fees are non-refuntlable if Service is terminated prior to the end of a billing cycle.
Eligibility:You are eligible for Service only so long as your place of primary use(your"PPU",which may be your primary residence or
principal place of business,at our option)is within our licensed market area and,if your recurring monthly Rate Plan charges include Service
that can be used both on our Nelwork and off our Network(for example,a predetertnined amount of airtime or megabytes that may be used
on or off our Network,no additional charge for Roaming,long distance,and/or extended calling areas),at least 50%of such use of each
Device is on our Network in each billing cycle. Some Rate Plans may have additional eligibility requirements.If you become ineligible for
Service or any Rate Plan,we may terminate your Service immediately or,at our option,offer you a different Rate Plan for which you are
eligible.
Service Avaiiability:Service is normally available to your Device when it is within the operating range of our Network and may be available
outside of that area in other participating carrier service areas("Roaming"). Service functionality may vary while Roaming.Service is subject
to transmission limitation,reduction in transmission speed,or interrupYion caused by weather,your equipment,terrain,obstructions such as
trees or buildings,system capacity limitations,system repairs or modifications,or in response to suspected fraud,abuse,misuse of the
Network,hacking or malicious viruses. We may block access to certain categories of numbers(e.g.976,900 and certain intemational
destinations)or certain Web sites if,in our sole discretion,we are experiencing excessive billing,collection,fraud problems or other misuse
of our Network.
Charges:Your recurring Service charges will be billed approximately 30 days in advance,prorated based on a 30-day month if necessary.
You will be charged for both outgoing and incoming calls,messages and data,and are responsible for paying all charges,including but not
limited to: airtime,access,features,voice mail access,voice mail delivery,data usage,teM and multi-media messages,downloads,alerts,
Roaming,long distance,directory and operator assistance charges,the price of Devices and accessories,charges for other goods and
services that you authonze to be charged through your wireless bill,and shipping/handling fees.Roaming charges are based on records
received from other providers and will not be billed or charged against your account until we receive and process the records.On our
Network the lengfh of the call will be the time that the call is connected to our system,which is approximately from the time you press the
button that begins the call until the time you press the button that terminates the call.You are not charged for busy signals or when no one
answers if terminated within 60 seconds.Voice calls are billed in 60-second increments,and fractions of minutes are rounded up.Data
usage(intemet browsing,email,multi-media services,etc.)is either billed in kilobytes or by event,depending on your Rate Plan_Partial
kilobytes are rounded up to the neM kilobyte.One kilobyte equals 1024 bytes.One megabyte equals 1024 kilobytes.You are responsible for
all data usage associated with your Device,regardless of whether receipt or transmission is successful. If your Rate Plan includes a
predetermined allotment of Service(for example,a predetermined amount of airtime,megabytes or text messages),any unused allotment of
Services from one billing cycle will not carry over to any other billing cycle.If your Rate Plan includes Mobile-To-MObile Minutes,only voice
calls between Edge Wireless Devices that are placed,received and completed entirely on your local Edge Wireless Nehvork will be billed as
Mobile-To-Mobile.
Taxes and Fees:You must also pay all taxes,surcharges,fees and assessments related to your Service,or to other goods,equipment or
services you purchase or have access to,whether assessed against you or us,including assessments made by us for government-required
programs.You must provide us with an original Tax Exempt Document to be relieved of future charges for any taxes(you cannot receive
credit for any taxes already paid). Some taxes are assessed based on your PPU. You agree to notify us promptly of any change in your
PPU.
Security Deposits:We may require a security deposit as a contlition to activation or continuation of Service.Unless otherwise required by
law,deposits may be mixed with other funds and will not eam interest.We may apply your deposit to any amount you owe us at any time
without waiving any default by you.At your request after tertnination we will return any remaining security deposit or other amount due to you
by mailing it to your address appearing in our records,except that any amount under$10 will be retained by us to cover the cost of closing
your account.If you do not cash a retumed payment within one year after being sent,then the amount shall be treated as forteited by you.
Limitations on Your Usage:Your Device must be compatible with our Service and meet federal standards.Your Device may have been
manufactured to operate exclusively with our Service,in which case it cannot be activated with any other wireless carrier.You agree not to
use the Device,including the SIM,in conjunction with any equipment that has not been approved by us,or in a manner that circumvents any
limitation in your Sales Information.You agree not to use the Device or Service for any unlawful,unauthorized or abusive purpose or in any
way that damages our property or other's property,or interferes with,harms or disrupts our system or other operators'systems or other
users. You will comply with all laws while using the Service and you will not transmit any communication or data that would violate any laws,
court ortler,or regulation,or would likely be offensive to the recipient. If your Device,user name or password is stolen or Service is
fraudulently used,you must immediately notiry us and provide us with such documentation and information we request(including affdavits
and police reports). Until you notify us,You will remain responsible for all charges.
Release of Information:You consent to our release of information about you when requested by you or your authorized agent;when we
believe it is appropriate or necessary to comply with the law;to provide your Service or enforce or apply our customer agreements;to protect
our rights or property,or third parties,from frautlulent,abusive or unlawful use of,or subscription to,Services;or if we believe that an
emergency involving immediate danger of death or serious physical injury to any person requires disclosure of communications or records
without delay. Any person able to provide your name,the last four digits of your Social Security number(or other information we deem
sufficient)and the Number is authorized to receive information about and make changes to your account,including adding new Service. If
you are receiving Service where a business or govemment entity pays your charges or is othenvise liable for the charges,you authorize us to
share your account information with that enlity and/or its authorized agents.Electronic communications are subject to unauthorized access
and we cannot guaranty the privacy or security of your communications.
Rate or Number Changes:We may make changes to your Service requested by you or an authorized user of your account,orally or in
writing.We may amend the tertns of this Agreement,including the Sales Infortnation,upon advance notice. If you do not agree to an
amendment that will increase your cost,you may terminate the Agreement by giving us notice within 30 days of the date we notify you,and
you will not be charged an early cancellation fee. If you use the Service more than 30 days after we notify you of a change,you agree to that
change.This right to prior notice and cancellation does not apply to changes in taxes,surcharges,assessments or third-party charges
including equipment insurance.You have no ownership rights to the Number,any IP address,any email address or any other identifier
provisionetl by us,our agents or the manufacturer of your Device to be used with the Service,and you agree we may change any such
Number,IP address,email address or any other identifier at any timaon ten days advance notice to you.
Late PaymentslBill Disputes:If you do not pay your bill by the due date on the invoice,your account will be delinquent.Each delinquent
account will be subject to a late payment fee equal to one and a half percent(1 5%)of your entire balance,including previously accrued late
fees,for each month or fraction of a month that the account is delinquent.If you dispute any charge on your bill,you must call or write
Customer Care at Edge Wireless prior to the due date on your bill.If we do not agree to adjust your bill,then the disputed amount shall
remain due and will be considered delinquent if not paid when due.Each delinquent account is also subject to suspension or termination of
Service without advance notice.
Default:If you fail to pay any amount owed to us when due,breach any representation to us or fail to perform any of the promises you made
in this Agreement,or if you are subject to any proceeding under the Bankruptcy Code or similar laws(each a"Default"),you will be in Default
and we may,without notice to you,immediately suspend your Service,withhold equipment or refuntls and/or terminate this Agreement or any
other agreement for Service we have with you,in addition to all other remedies available to us. We may require reactivation charges to
renew Service after suspension. Upon termination and/or porting the Number to another carrier,you are responsible for paying all amounts
and charges owing underthis Agreement,including any applicable cancellation fee. Third Party promotions and/or discounts may terminate
upon termination of this Agreement.
NO WARRANTIES:WE MAKE NO REPRESENTATION OR WARRANTY THAT THE SERVICE WILL BE ERROR-FREE,
UNINTERRUPTED,OR FREE FROM UNAUTHORIZED ACCESS.IN ADDITION,WE MAKE NO WARRANTY,EXPRESS OR IMPLIED,
REGARDING THE SERVICE OR THE DEVICE OR ANY THIRD-PARTY SERVICES,INCLUDING BUT NOT LIMITED TO,ANY
WARRANTY OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE OR USE,OR NONINFRINGEMENT.ALL
WARRANTIES OF THIS NATURE ARE EXPRESSLY EXCLUDED.
LIMITATION OF LIABILITY:WE ARE NOT LIABLE FOR ACTS OR OMISSIONS OF ANOTHER SERVICE PROVIDER OR ANY THIRD
PARTY PROVIDERS OF SERVICES RELATED TO USE OF THE DEVICE OR SERVICE,FOR INFORMATION PROVIDED THROUGH
YOUR DEVICE,LACK OF PRIVACY OR SECURITY EXPERIENCED WHEN USING THE DEVICE,EQUIPMENT FAILURE OR
MODIFICATION,OR OTHER CAUSES BEYOND OUR REASONABLE CONTROL,INCLUDING WITHOUT LIMITATION,ANY
REPRESENTATIONS THAT THE SERVICES WILL BE ERROR-FREE,UNINTERRUPTED,OR FREE FROM UNAUTHORIZED ACCESS
(INCLUDING THIRD-PARTY HACKERS OR DENIAL OF SERVICE ATTACKS). WE ARE NOT LIABLE FOR SERVICE OUTAGES OF 24
CONTINUOUS HOURS OR LESS NOR FOR SERVICE LIMITATIONS OR INTERRUPTIONS BEYOND OUR REASONABLE CONTROL,
INCLUDING BUT NOT LIMITED TO ACTS OR OMISSIONS OF THIRD PARTIES OR THE GOVERNMENT,EQUIPMENT FAILURES,
REPAIRS,MODIFICATIONS OR SHORTAGES,ENERGY INTERRUPTIONS OR SHORTAGES,CAPACITY LIMITATIONS,LABOR
DISPUTES,CIVIL UNREST,VANDALISM,THEFT,CRIMINAL ACTS,TERRORISM,WAR,ACCIDENTS,WEATHER,OR DISASTERS.
OUR LIABILITY FOR ANY FAILURE OR MISTAKE SHALL IN NO EVENT EXCEED OUR SERVICE CHARGES DURING THE AFFECTED
PERIOD. WE ARE NOT LIABLE FOR ANY INCIDENTAI,PUNITIVE OR CONSEQUENTIAL DAMAGES SUCH AS LOST PROFITS. OUR
LIABILITY TO YOU SHALL BE LIMITED TO EDGE WIRELESS ITSELF AND SHALL NOT ENTITLE YOU TO ANY LEGAL RECOURSE
AGAINST ANY OWNER,MANAGER OR EMPLOYEE OF EDGE WIRELESS. YOU AND WE BOTH WAIVE TO THE FULLEST EXTENT
ALLOWED BY LAW,ANY CLAIMS TO RECOVER INCIDENTAL,PUNITIVE AND CONSEQUENTIAL DAMAGES. WE ARE NOT LIABLE
FOR(i)ECONOMIC LOSS OR INJURIES TO PERSONS OR PROPERTY ARISING FROM USE OF THE SERVICE,THE DEVICE OR
ANY EQUIPMENT USED IN CONNECTION WITH THE DEVICE UNLESS CAUSED BY OUR SOLE AND GROSS NEGLIGENCE OR(ii)
THE INSTALLATION OR REPAIR OF THE DEVICE BY ANY PARTIES WHO ARE NOT OUR EMPLOYEES.
Waiver of Class Actions:By fhis Agreement,both you and we are waiving certain rights to litigate disputes in court. You and we both agree
that any arbitration will be conducted on an individual basis and not on a consolidated,class-wide or representative basis. If for any reason
this arbitralion clause is deemed inapplicable or invalid,or to the eMent this arbitration clause allows for litigation of disputes in court,you and
we both waive,to the fullest extent allowed by law,any right to pursue any claims on a class or consolidated basis or in a representative
capacity.
Limitations Period:Any arbitration or legal action with respect to any and all claims or causes of action related to or arising out of this
Agreement must be brought within lwo years after the cause of action arises,or within the applicable statutory period of time,whichever is
shorter. This limitations period does not apply to any given cause of action when the statutory limitations period for that cause of action
cannot be waived,restricted or otherwise limited by you.
General Matters: You may not assign this Agreement without our pnor written consent. Subject to this restriction,this Agreement shall be
binding on your heirs,representatives and pertnitted assigns or successors in interest,if any.We may send you notices by mail or electronic
means,inGuding bill messages or inserts,in our sole discretion. Notices to you shall be effective(i)one day following the date deposited in
the U.S.Mail or delivered to a nationally recognized courier or delivery service to your address as kept in our flles and/or(ii)immediately
upon our transmission using an electronic means such as electronic billing,email or text messaging service. You are responsible for
notirying us of any changes in your mailing or email address. Written notice to us shall be effective when addressed to Edge Wireless
Customer Care,650 SW Columbia,Suite 7200,Bend,OR 97702,and received by us. Your notice must contain specifc information
adequate to identify you and your Service. Oral and electronic notices shall be deemed effective on the date reflected in our records.These
Terms and Conditions,together with the Sales Information and any separate written agreement applicable to a particular element of your
Service,represent the entire agreement between you and us,which may only be amended as described in this Agreement. This Agreement
supersedes any inconsistent or additional representations made to you by any of our representatives,agents or dealers. This Agreement
shall be governed by the laws of the state in which the Service was initiated. If any part of this Agreement is found invalid,the balance of the
Agreement remains enforceable Copied,microfiche,scanned or other duplicate or electronic images of this Agreement are admissible for all
purposes. The titles,headings and organization of this Agreement are for convenience only,and shall not be interpreted to limit or modify the
meaning of any provision as it is actually written.Any provision of this Agreement that requires or contemplates performance or enforcement
after termination of this Agreement shall survive termination of this Agreement.
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