SSI'/ATCM'rtlS LLA54ll U/99Iny
#30017
TELECOMMUNICATIONS EQUIPMENT LEASE
WITH PURCHASE OPTION
LEASE NUMBER: 0633-1100
THTS TELECOMMUNICATIONS EQUIPMENT LEASE is made this 11 Th day of Dec , 2006,
by and between WINDSTREAM COMMUNICATIONS Kerrville, L..P., with its office located at 955 Water Street,
Kerrville, Kerr County, Texas, hereinafter referred to as "Lessor",and Kerr County, located at ., 400 Clearwater Paseo
Dr., Kerrville Texas, Kerr County, Texas hereinafter referred to as "Lessee"; Lessor and Lessee being hereafter referred
to collectively as the "Parties".
In consideration of the mutual promises contained herein, the Parties agree as follows:
ARTICLE 1. EQUIPMENT LEASED
I.OI The Lessor hereby leases to the Lessee and Lessee hereby leases and hires from the Lessor the
telecommunications equipment and other property, collectively the "Equipment", described in:
A. Exhibit A, Schedule of Equipment, attached hereto and incorporated into this lease; and
B. Any amended Exhibit Aand/or amended schedule or schedules hereafter executed by the Parties, from
and after the date of execution of the same.
ARTICLE 2. TERM
2.01 The primary term of this lease shall commence on the date shown in Exhibit A, and shall be for the period se[
out in Exhibit A. Upon expiration of the primary term of this lease, the Lessee, at Lessee's option, may: 1)
Return the Equipment as herein provided; 2) Purchase the Equipment forthe amount set out in Exhibit A; or 3)
Continue the lease on a month to month basis as set out in Exhibit A. In the event Lessee opts to continue this
lease on a month to month basis, [he lease shall be terminable by either party upon one month's notice to the
other party. Subject to the annual budgeting of Commissioners Court.
ARTICLE 3. LEASE PAYMENTS
3.01 Monthly Amount
Lessee shall pay to Lessor monthly and in advance during [he term ofthis lease, the monthly lease payment set
out in Exhibit A, or in any amended Exhibit A as may be executed by the Parties in writing from time to time,
plus all applicable taxes, within thirty days ofthe date of billing therefor. Lessee shall make such payments to
Lessor at Lessor's office at 955 Water Street, Kerrville, Kerr County, Texas 78028, or such other location as
Lessor may from time to time designate in writing.
3.02 Advance Payment
Lessee shall pay [o Lessor in advance, at or before delivery of the Equipment, and in lieu of the payments
otherwise scheduled, the first and last month's lease payments plus applicable [axes, as set out in Exhibit A.
3.03 Security Deposit
SSE,'I:1 C/FTHS LEASE/10/4]Iny
As security for [he prompt and full payment of the lease payments due Lessor, and the faithful and timely
performance by Lessee of all duties and obligations imposed on Lessee by this Lease during the term and/or any
extension or renewals thereof, Lessee has pledged and deposited with the Lessor the amount set forth in Exhibit
A as a Security Deposit. In the event Lessee defaults in the performance of any of its obligations herein
contained, including without limitation, payment of any monthly lease payment due hereunder, the Lessor shall
have the right, but shall not be obligated, to cure the default and to apply the said security deposit to the cost
thereof. Any such utilization of the Security Deposit by the Lessor shall not be a defense by Lessee to any
action by the Lessor arising out of any default by Lessee, and on demand, the Lessee shall restore the Security
Deposit to the full amount set forth in the schedule in Exhibit A. On the expiration of this lease or any
extension or renewal thereof, provided the Lessee has paid all ofthe lease payments required hereby and fully
performed all of the other provisions of [his Lease to be performed on its part, the Lessor shall return to the
Lessee any then remaining balance of said security deposit.
3.04 Default
Ifthe Lessee fails to pay any lease payment or other amount herein required by the due daterbfsuch payment, or
if any execution or any writ of process shall be issued in any action or proceeding against the Lessee whereby
the Equipment may be seized, taken, or distrained, or ifa proceeding in bankruptcy, receivership, or insolvency
shall be commenced by Lessee voluntarily, or involuntarily against Lessee, or if Lessee shall enter into any
arrangement or composition with its creditors, or if Lessee fails to observe, keep, or perform any other
provision of this Lease required to be observed, kept or performed by the Lessee, and if Lessee fails to cure
such default within ten days following written notice of such default by Lessor to Lessee, Lessor shall have the
right to any or all of the following remedies:
A. To terminate this Lease and Lessee's rights under this Lease as to all items of property.
B. To declare the unpaid balance of the lease as of the date of default, as well as any other then unpaid
amounts due or to become due to Lessor from Lessee under the Lease, immediately due and payable,
in which event Lessor shall be entitled to the amount thereof, together with interest at the highest legal
rate per month permitted by applicable law, from the date of default to the date of payment. It is
acknowledged by Lessee that the Equipment leased hereunder has been specially ordered and acquired
by Lessor for Lessee hereunder, and that the Equipment wil I have no determinable lease value for lease
to parties other than Lessee. It is therefore agreed between the Parties hereto, that the portion of the
amount due to Lessor under this Sub-paragraph following a default by Lessee which constitutes the
unpaid balance of lease payments to the date of Lessee's default, and all unpaid lease payments and
other amounts due or to became due to Lessor under this Lease from and after the date of Lessee's
default to the end of the term of this Lease if Lessee had not defaulted, are liquidated damages.
C. To enter on to the premises whereon the Equipment is located without breach ofthe peace and without
notice, court order or other process of law, and take possession of and remove [he Equipment, without
being considered a trespasser. Repossession of the Equipment under this subparagraph shall not
constitute a termination of the Lease unless the Lessor expressly so notifies the Lessee in writing.
D. To pursue any other remedy at law or in equity. Notwithstanding any said repossession or any other
action which the Lessor may take, unless Lessor declares the Lease terminated, the Lessee shall be and
remain liable forthe full performance ofall obligations to be performed by the Lessee underthe Lease.
All such remedies are cumulative [o the extent permitted bylaw, and may be exercised concurrently or
separately. The exercise ofone or more remedies shall not be deemed to preclude the exercise ofany
other remedy.
3.05 Offset
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SSP/FTCR:T~S LEASE/lu/4)Iny
The Lessee agrees to pay the rent, and other amounts hereunder regardless of any claim, defense, or offset
which may be asserted by the Lessee or on its behalf.
3.06 No Waiver
Any failure or delay or forbearance on the part of Lessor to exercise any remedy, privilege or right under this
Lease shall not operate as a waiver of Lessor's right to exercise any such right or remedy hereunder, but to the
contrary, all such rights, remedies and privileges shall continue in effect as if no failure, delay or forbearance
had occurred. Acceptance by Lessor of rent or other payment made by Lessee after default and notice shall not
be deemed a waiver of Lessor's rights and remedies arising from Lessee's default. No covenant or condition of
this Lease may be waived except in writing by Lessor, and such written waiver of any term ofthis Lease shall be
affective only in the specific instance and for the specific purpose given.
ARTICLE 4. USE AND MAINTENANCE OF EQUIPMENT
4.01 Right to Use
Y
Unless the Equipment is repossessed by Lessor during the term of the Lease as hereinbefore provided in
Paragraph 3.04(C) , Lessee shall have the exclusive right to use, operation and possession of the Equipment.
4.02 Lawful Use
Lessee shall use the Equipment in a careful and proper manner, and agrees not to permit the Equipment to be
operated or used in violation ofany applicable federal, state or local statute, law, ordinances, rule or regulation.
4.03 Business Use
Lessee represents and warrants to Lessor as a part ofthe consideration here for, that the leased equipment will
he used for commercial or business purposes only.
4.04 Location of the Equipment
Lessee agrees that the Equipment shall not be moved or removed from [he location where initially installed as
set out on Exhibit A, by Lessor without the express written consent of Lessor.
4.05 Free Maintenance Period
Lessor agrees to maintain the Equipment in good working order at the manufacturer's specified levels of
performance, except for malfunctions resulting from non-covered events set out below, free of charge (parts,
labor, taxes and miscellaneous charges included) for the "Free Maintenance Period" set out in Exhibit A.
Repairs necessitated by non-covered events will be a[ Lessee's expense at Lessor's then prevailing rates for
labor and parts, plus applicable taxes and shipping charges. Lessor will notify Lessee of Lessor's intent to
charge Lessee for any non-covered repairs prior to beginning any such repairs.
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SSPIAI CR:TRS LEASEIIOro]Iny
Non-covered events are equipment failures resulting from:
A. Misuse or abuse;
B. Negligence of any person other than W indstream Communications personnel;
C. Accident;
D. Theft or unexplained loss;
E. Connection to electrical current or excess electrical current or electrical power;
F. Fire, water, wind or Acts of God; and
G. Improper wiring, installation or repair, or report or alteration by any persons other than Windstream
Communications employees.
Y
4.06 Maintenance Charge
After the end of the Free Maintenance Period, Lessor shall maintain the Equipment at its then prevailing rates
for labor and parts, plus applicable taxes and shipping.
4.07 No Other Maintenance
During the term of this Lease and any extensions thereof, including any period between the end of the Free
Maintenance Period and the end of the term of this Lease, Lessee shall not permit any person other than
Lessor's authorized service personnel to perform any maintenance on or adjustment to the Equipment.
4.08 Requests for Maintenance
Lessee shall notify Lessor of any equipment failure or malfunction, and if such failure is the result or apparent
result of anon-covered event known to Lessee, Lessee shall also report such non-covered to Lessor.
ARTICLE 5. INSPECTIONMOTICE OF ATTACHMENT
5.01 Inspection
Lessor shall have the right at any and all reasonable times during Lessee's normal business hours, to enter onto
the premises where the Equipment may be located for the purpose of inspecting the same and observing its use.
5.02 Notice of Attachment
Lessee shall give written notice to Lessor in writing of any attachment, levy, or other legal process or any
attempt to do so as soon as possible after Lessee becomes aware of such action, but not later than the next
business day following the day Lessee became aware of such action.
ARTICLE 6. ALTERATIONS
The Lessee shall not without prior written consent of [he Lessor make any alterations, additions or
improvements [o [he equipment. All additions and improvements of whatsoever kind or nature made to the
equipment shall be considered part of the Equipment on [he termination of the Lease.
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ARTICLE 7. LOSS AND DAMAGES
7.01 Risk of Loss
Except as may be specifically provided hereinafter to the contrary, Lessee hereby assumes and shall bear the
entire risk of loss and damage to the equipment from any and every cause from the time any such equipment is
delivered to Lessee's premises, whether or not installed by Lessor at the time of any such loss, including without
limitation, risk of all damages to the Equipment arising from misuse or negligent use or operation of the
Equipment by Lessee, its agents or employees, and Lessee shall indemnify Lessor against all such loss or
damage to the equipment during the term of [he lease or any extensions thereof.
7.02 Lessee's Obligations Following Loss or Damage
In the event of loss or damage of any kind to any item of equipment, the Lessee, at the option of the Lessor
shall:
A. Place the same in good repair, condition, and working order; or
B. Replace the same with like equipment in good repair, condition, and working order;
C. Pay to Lessor the replacement cost thereof.
ARTICLE 8. SURRENDER ON TERMINATION
8.01 Unless Lessee exercises its options, if any, to retain the property at the end of the term ofthis lease as set out in
Exhibit A, on the expiration of the term ofthis Lease, or upon earlier termination ofthis Lease ifpermitted by or
in accordance with the terms hereof, with respect to each item of leased equipment, the Lessee shall return the
same to the Lessor in good repair, condition, and working order (ordinary wear and tear resulting from proper
use thereof excepted) in the following manner as may be specified by [he Lessor:
A. By delivering each such item of equipment at the Lessee's cost and expense to such place as the Lessor
shall specify within Kerr County, Texas; or
B. By loading the item of equipment at the Lessee's cost and expense on board such carrier as the Lessor
shall specify and shipping the same, freight collect, to the destination in Kerr County, Texas, specified
by the Lessor.
ARTICLE 9. INSURANCE AND TAXES
9.01 Insurance
During the term of the Lease, the Lessee shall keep the equipment insured against all risks of loss or damage
from every cause whatsoever for not less than the full replacement value thereof as determined by the Lessor.
The Lessee shall carry public liability and property damage insurance covering the equipment. All said
insurance shall be in the form and amount and with companies approved by the Lessor, and shall name Lessor
as an additional named insured. The Lessee shall pay the premiums therefore and shall deliver said policies, or
duplicates thereof, to the Lessor. Each insurer shall agree by endorsement on the policy issued by it or by
independent instrument furnished to the Lessor, that it will give the Lessor thirty days written notice before the
policy in question shall be altered or canceled. The proceeds of such insurance, at [he option of the Lessor,
shall be applied toward the replacement, restoration, or repair of the equipment.
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SSY/K I'C/A1'IiS LPAS[/IU/o7/ny
9.02 Liens and Taxes
The Lessee shall keep the equipment free and clear of all levies, liens, and encumbrances and shall pay all
license fees, registration fees, assessments, charges, and taxes which may now or hereafter be imposed on the
leasing, renting, sale, possession, or use ofthe equipment, excluding, however, all taxes on or measured by the
Lessor's income, or ad valorem taxes levied by reason of ownership of the equipment.
9.03 Lessor's Payment
In the case of failure of the Lessee to procure or maintain said insurance or to pay said fees, assessments,
charges, and taxes as hereinbefore specified, the Lessor shall have the right, but shall not be obligated, to obtain
such insurance, or pay such fees, assessments, charges, and/or taxes, as the case maybe. In such event, the cost
[hereof shall be repayable to the Lessor by Lessee with [he next lease payment, and failure to repay the same
shall carry with it the same consequences as failure to pay any monthly lease or other payment due hereunder.
ARTICLE 10. PERSONAL PROPERTY
This equipment is, and shall at all times be and remain, personal property, notwithstanding that the equipment or
a part thereof may now be, or hereafter become, in any manner affixed or attached to, or embedded in, or
permanently resting on, real property or any building thereon, or attached in any manner to that which is
permanent as by means of cement, plaster, nails, bolts, screws, or otherwise.
ARTICLE 11. OWNERSHIP
The equipment is, and shall at all times be and remain the sole and exclusive property ofthe Lessor. The Lessee
shall have no right, title, or interest therein, except as expressly set forth in the Lease.
ARTICLE 12. ASSIGNMENT
12.01 Non-Assign ability by Lessee
Without prior written consent of the Lessor, [he Lessee shall not:
A. Assign, transfer, pledge, or hypothecate this Lease, the equipment or any part of it, or any interest in it;
or
B. Sublet or lend the equipment or any part of it, or permit the equipment or any part of it to be used by
anyone other than the Lessee or the Lessee's employees.
Consent by the Lessor to any of these prohibited acts applies only in the given instance, and is not consent to
any subsequent like act by the Lessee or any other person. Lessor's consent to these prohibited acts shall not be
unreasonably withheld.
12.02 Lessor's Assignment
All rights of the Lessor under this Lease may be assigned, pledged, mortgaged, transferred, or otherwise
disposed of, either in whole or in part, without notice to the Lessee. If the Lessor assigns this Lease or the
rentals due or to become due hereunder or any other interest herein, whether as security for any of its
indebtedness or otherwise, the same shall not constitute a breach or default by the Lessor hereunder or pursuant
[o any provision hereunder. Any assignee of Lessor shall be obligated to perform any duty, covenant, or
condition required to be performed by the Lessor under the terms ofthis Lease, and shall have all of the rights,
powers, privileges and remedies of Lessor se[ forth in this Lease. In [he event of assignment, Lessee shall be
obligated to the Assignee following written notice ofsuch assignment as ifAssignee were the Lessor hereunder.
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5$PR:TC/ICTU$ L[ASHI1019]Iny
ARTICLE 13. INDEMNITY
The Lessee shall indemnify the Lessor and its employees, shareholders, officers, directors and agents against,
and shall hold them harmless from any and all claims, actions, suits, proceedings, cost, expenses, damages, and
liabilities to third parties, including attorney's fees, claimed by or on behalfofanythird party, either directly or
indirectly, including without limitation Lessee's employees, agents, licensees or invitees, arising out of,
connected with, or resulting from the use or possession of the equipment to the extent allowed by law.
ARTICLE 14. WARRANTY
14.01 Warranty
Lessor warrants title to the Equipment, and for a period of Five (5) years from the date of this lease agreement
warrants such Equipment to be merchantable, and free of defects in workmanship and material. Lessor also
warrants for a period of Five 5) years from the date of installation that the installation of Equipment is
conducted in a professional manner using good installation practices, is free of defects in workmanship and that
[he Equipment is in good working order on [he date of installation. Lessor shall, in accordance with the terms of
this Lease, make all necessary adjustments, repairs or replacements necessary [o bring the Equipment into
conformance with this Warranty, which shall be Lessor's sole obligation hereunder with respect to such non-
conformance.
14.02 No Other Warranty
THE WARRANTY EXPRESSED IN PARAGRAPH 14.01 ABOVE IS iN LIEU OF ALL OTHER
WARRANTIES, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FORANY PARTICULAR PURPOSE OR USE.
ALL SUCH WARRANTIES ARE HEREBY SPECIFICALLY DISCLAIMED. THE WARRANTY
EXPRESSED CONSTITUTES THE ONLY WARRANTY OF LESSOR WITH RESPECT TO THE
EQUIPMENT AND OF ANY AND ALL LIABILITIES ON THE PART OF LESSOR FOR DAMAGES
INCLUD[NG BUT NOT LIMITED TO, CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN
CONNECTION WITH THE PERFORMANCE OF THE EQUIPMENT.
14.03 No Consequential Damages
LESSOR, ITS OFFICERS, SHAREHOLDERS, DIRECTORS, EMPLOYEES OR AGENTS SHALLNOT BE
LIABLE, WHETHER IN CONTRACT OR IN TORT OR ANY OTHER LEGAL THEORY, FOR ANY
SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR FOR LOSS, DAMAGE OR EXPENSE
OR FOR PERSONAL INJURY OR LOSS OR DESTRUCTION OF OTHER PROPERTY DIRECTLY OR
INDIRECTLY ARISING FROM BUYER'S USE OF OR INABILITY TO USE THE EQUIPMENT, OR
FROM A FAILURE OF THE SYSTEM FROM WHATEVER CAUSE, OR FROM ANY OTHER CAUSE.
LESSOR'S LIABILITY SHALL BE LIMITED TO THE REPAIR OR REPLACEMENT OF DEFECTIVE
PARTS, AS SET OUT ABOVE, AND IN ALL EVENTS SHALL CEASE AND TERMINATE AT THE
EXPIRATION OF Five (5) YEARS FROM INSTALLATION DATE.
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ssrvn rcr~:'rns' rr:nscn omv,~y
14.04 Notification and Compliance
If within the warranty periods set out above in Paragraph 14.01 above, Lessee discovers that any item was not as
warranted, Lessee shall notify the Lessor thereof.
14.05 Expiration Date
The warranties expressed in Paragraph 14.01 shall cease and no warranties of any kind with respect to the
Equipment shall exist after Five (5) years following the installation of the equipment.
14.06 Force Majeure
Lessor shall not, under any circumstances be liable for damage or loss resulting from Acts of God, acts of
governmental bodies or agencies, or for the fault, negligence, or wrongful acts of the Lessee, Lessee's
employees, or Lessee's agents, licensees, invitees, contractors or suppliers.
ARTICLE 15. GENERAL PROVISIONS
15.01 Parties' Expenses
The Lessee shall pay the Lessor all reasonable costs and expenses, including reasonable attorney's fees, incurred
by the Lessor in exercising any of its rights or remedies hereunder or enforcing any ofthe terms, conditions, or
provision hereof due to Lessee's breach. To the extent allowed by law.
15.02 Concurrent Remedies
No right or remedy herein conferred on or reserved to the Lessor is exclusive of any other right or remedy
herein or by law or equity provided or permitted; but each shall be cumulative of every other right or remedy
given hereunder or now or hereafter existing a[ law or in equity or by statue or otherwise, and maybe enforced
concurrently [herewith or from time [o time.
15.03 Nonwaiver
No covenant or condition of this Lease may be waived except by written consent of the Lessor and Lessee.
Forbearance or indulgence by the Lessor in any regard whatsoever shal I not constitute a waiver ofthe covenant
or condition to be performed by the Lessee to which the same may apply, and until complete performance by the
Lessee of any covenant or condition, the Lessor shall be entitled to invoke any remedy available to the Lessor
under this Lease or by law or in equity despite said forbearance or indulgence.
15.04 Entire Agreement
This Lease constitutes the entire agreement between the Lessor and Lessee and supersedes any prior
understanding or written or oral agreements between the parties respecting the within subject matter. It shall not
be amended, altered, or changed except by a written agreement signed by the parties hereto.
15.05 Gender; Number
Whenever the context of this Lease requires, the masculine gender includes the feminine or neuter and the
singular number includes the plural. Whenever the word "Lessor" is used herein, it shall include all assignees of
the Lessor. If there is more than one Lessee named in this Lease, the liability ofeach shall bejoin[ and several.
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ssw~:rcn:res ix:nsurivoimy
5.06 Time
Time is of the essence in this Lease and in each and all of it provisions.
15.07 Texas Law to Apply
This Lease shall be construed under and in accordance with the laws of[he State ofTexas and all obligations of
[he Parties are performable in Kerr County, Texas.
15.08 Parties Bound
This Lease shall be binding upon and inure to the benefit of the parties hereto and their respective heirs,
executors, administrators, legal representatives, successors and assigns where permitted by this Lease.
15.09 Legal Construction
Ifany one or more ofthe provisions contained in the Lease shall for any reason be held to b~ invalid, illegal, or
unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions
thereof and this Lease shall be construed as if such invalid, illegal, or unenforceable provision had never been
contained herein.
15.10 Prior Orders
The terms and conditions of this Lease shall prevail not- withstanding any variance with the terms and
conditions of any purchase order submitted by the Lessee.
15.11 Government Contracts
The Lessor will comply with all provisions required to be inserted in the Lessee's purchase orders in accordance
with the terms of any applicable Federal Statue, ONLY IF LESSOR SO INDICATES BY EXECUTING A
GOVERNMENT CONTRACT ADDENDUM AND ATTACHING IT HERETO.
15.12 Patent Infringement
The Lessee shall hold the Lessor harmless against any expense or loss resulting from infringement ofpatents or
trademarks arising form Lessee's independent acts, or from compliance with the Lessee's requested design or
specifications or instructions.
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15.13 Notices
Any notice to a party pursuant to this Agreement shall be in writing and, if mailed, postage prepaid and
addressed as provided herein, shall be deemed to be received by the addressee no later than the third day after
the notice is deposited with the U.S. Postal Service from a location inside the State of Texas. The proper
addresses for the parties are as follows:
Lessor: Lessee:
Windstream Communications Kerrville, L.P. Kerr County
955 Water Street C/O Kerr County Sheriff's Office
Kerrville, Texas 78028 400 Clearwater Paseo Drive
Kerrville, Texas 78028
or such other address as either party shall give in writing to the other.
Agreed to this 11Th day of December , 2006.
LESSOR: LESSEE:
indstre^am~Communica~ti^on_s Kerrville, L..P.
V U'~"' `
13y ~,. ~ob e,,-E l~~keti
Robert Harvey
Vice President Of Sales
Kerr County .
~.a~ ~
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55P/FTC/FT135 LEASE/10/99Iny
EXHIBIT "A"
To
TELECOMMUNICATIONS EQUIPMENT LEASE AGREEMENT
Initial if this is an Amended Exhibit A.
Date of Amendment
LEASE NO: 0633-1100
TELEPHONE #: 830-896-1216
CUSTOMER: Kerr County Sheriffs Office
ADDRESS: 400 Clearwater Paseo Dr / Kerrville, TX. 78028
LIST OF LEASED EQUIPMENT (LEASE PARAGRAPH 1.01):
1 -	Norstar Modular ICS (0X32)
1 -	Norstar MICS 7.0 Software
12	- T7316E Feature Telephones
1	-T24 Key Indicator Module
2 -	M7324 Feature Telephones
16	- M7310 Feature Telephones
33	- M7100 Feature Telephones
3 -	Analog Terminal Adapters
5 -	CID Trunk Cartridges
1 -	LS/DS Trunk Cartridge
3 -	Station Modules
2 -	Trunk Modules
1 - 6 Port Expansion Cartridge
1 -Power Bar
I -Norte) Messaging 150 w/40 Mailboxes
1 - FastRad Remote Access Device
1 -APC BK450 Uninterruptible Power Supply
1 -Miscellaneous Materials
TERM OF LEASE (LEASE PARAGRAPH 2.01):
60 Months
Beginning ending
RECURRING MONTHLY PAYMENTS (LEASE PARAGRAPH 3.01):
MONTHLY LEASE PAYMENT (excluding [ax): $ 583.00
APPLICABLE TAXES
$ Exempt
TOTAL MONTHLY LEASE PAYMENT $ 583.00
ADVANCE PAYMENT REQUIRED (LEASE PARAGRAPH 3.02):
FIRST AND LAST MONTHS PAYMENT IN
ADVANCE, EXCLUDING TAX $ N/A
SSP/FTC16TaS I li 15 r:/I Ol9l/ny
APPLICABLE TAXES:
TOTAL DUE IN ADVANCE:
SECURITY DEPOSIT (LEASE PARAGRAPH 3.03): NONE
$ N/A
$~
LESSEE'S OPTIONS AT END OF PRIMARY TERM (LEASE PARAGRAPH 2.01):
Continue the lease on a month-to-month basis at the monthly lease rate in effect at the end of the
Primary Term of this lease, as referenced in Article 2 of this Lease Agreement.
2. Surrender the Equipment as provided in Article 8 of this Lease Agreement.
3. Purchase the Equipment in place and as is for the sum of One Dollar ($I.00).
EQUIPMENT LOCATION (LEASE PARAGRAPH 4.04):
FREE MAINTENANCE PERIOD (LEASE PARAGRAPH 4.05):
60 months from the commencement of this lease, but in no event extending beyond the termination of
the lease, no matter how occasional.
windstrenm~
Attachment to Agreement for Communication Service
Service Schedule: Business Protect
Maintenance, Monitoring & Service Plans
Company Name: Kerr County Sheriffs OfFlCe Contract No.:
Contact Number: Date: 'I OI30/2006
1. CPE Business Connect Bundle ^
2. TAfv1C0 Financing ^
3. Customer Premise Equipment (CPE): Purchased ^ Rented O
q. Business Protect -Maintenance, Monitoring & Service O
Basic Information check all that a I	Standard Features A lies to all Main[. Plans
Term: 5 Years	/ First Response Priority
,..	/ Quarterly On-site Health Checks
CPE Equipment:	/ Discounted Contract Labor Rates
New Equipment /Warranty ^p Existing Equipment ^p	applicable for move, add, change
	activity and other services
Equipment Type:	/ PBX Customers required to have a Site
Norte) p Siemens ^ Teltronics (SEB for PBX) ^	Event Buffer
	Monitoring around the clock
	Remote detection and remedy of many
	problems
ielect Type of Maintenance Plan
^ Silver Standard Plan ^ Silver Custom Plan
^ Gold Standard Plan ~ ^ Gold Custom Plan
O Platinum Standard Plan ^ Platinum Custom Plan
Descri [ion uanti Port Rate er Month Ertended Price
Selected Maintenance Plan
Hybrid Key	66	$4.00	$264.00
PBX			
Exclusions From Custom Plans
Station Wiring			
Analog Sets			
Proprietary Se[s			
Inclusions To Custom Plans
ACD			
Battery			
Data			
Voice Mail	40	$0.50	$20.00
Total E nipped Ports
Analog Ports			
Proprietary (Digital / IP) Ports			

Total 5284.00
Note: Sales Tax is applicable on all Customer Premise Equipment purchases due to state commerce requirements.
Customer Initials: _ ~
L_~^ e
Date: /) / ~i't..~f~
vx~im. oz oo.oo
10/302006
windstream~
AGREEMENT FOR COMMUNICATION SERVICES
Contract No.
This is an Agreement between Windstream Communications, Inc. ('Company'), and Kerr County Sheriffs Office
('Customer'), dated October 30, 2006.
Company agrees to provide and Customer agrees to purchase the following Communication
Services or Equipment (check as applicable) subject to the terms and conditions of this Agreement:
^ Wireline ^ Business Ovation ^ Business Connect ^ Long Distance
^ Centrex ^ Maintenance ^ Internet ^ Private Line
^ Frame Relay ^ VPN O Customer Premise Equipment (CPE)
Included as part of this Agreement are the attached TERMS AND CONDITIONS and any applicable
executed SERVICE SCHEDULES identifying the specific Services (which hereafter shall where
applicable also refer to Equipment) purchased.
Upon the earlier of signature below, Company supplying the Service or Customer accepting the
Service, the parties are bound by this Agreement in accordance with its terms.
For: Kerr County Sheriffs Office
`_ - at-ure)1 ~
Name:// Q,F w~
Title: 1~6J +ti ""'~~
Company: Kerr County Sheriffs Office
Address: 400 Clearwater Paseo
Kerrville, Texas 78028
Contact Number:
Social Security Number, Tax ID Number or Tax
Exempt Status:
~.
For: Windstream
ey:
(signature)
Name: Curtis Thompson
Title: Communications Consultant
Sales ID Number: E01¢7655~ ~_
Sales Manager: /~f`~dff L'~~Ob~~ ~ }'~~Ve~
(signature)
Sales Manager: Robert Harvey
Contact Number: 972-373-1121
Tax Exempt (attach documentation): ^p
Page 1 of 5
10/30/2006
winds[ream.. V -
Contract No.
TERMS AND CONDITIONS FOR COMMUNICATIONS SERVICES
Tenn -Although this Agreement is binding as provided above, the length of time (term) for each
Service commitment shall be as specified on the applicable Service Schedule, or if not specified
on the Service Schedule, the term with respect to such Service shall be month-to-month. Unless
otherwise specified in the relevant Service Schedule, the term of the Service commitment shall
commence on the date that Service is installed and available for use. Upon termination of a term,
the Service shall be provided on a month-to-month basis. In the event this Agreement is required
by law to be tiled with and approved by a governmental authority before it can be binding and
effective, it will be effective upon the earlier date allowed by law of either (i) date specified herein
or (ii) the date approved by the government authority.
Termination By Customer- If Customer terminates a Service prior to expiration of the applicable
term, Customer will be required to pay Company an early cancellation fee calculated as 12 times the
then monthly charges billed to Customer by Company with respect to the terminated Service or the
then monthly charges times the remaining months under this Agreement if less than 12 months
remain at the time of termination. The foregoing sentence shall not be applicable to termination of an
Equipment purchase by Customer. In the event Customer terminates an Agreement for purchase or
renting of Equipment, the Customer shall be required to pay the entire unpaid purchase or rental
price, as applicable, of the Equipment plus any costs incurred by Company for restocking, returning,
and repossessing Equipment and any costs incurred by Company for making Equipment ready,
packaging, shipping, installing and delivering to Customer. In addition, Customer will remain liable
for payment of all outstanding charges for all Services used prior to termination. If Customer
receives a rate that is applicable to a combination or bundle of multiple Services ("bundling")and
subsequently unbundles, terminates, or disconnects any of the Services, then the rates for the
remaining Service(s) will be adjusted to the higher non-bundled rates. A change in Customer service
address or the location to which any Service is provided to Customer may, at Company discretion,
terminate the affected Service.
Termination By Company- Company may limit, interrupt, or terminate (and in the case of
Equipment enter upon the Customer premises, repossess, sell and apply the proceeds of sale to
any indebtedness of Customer) Service(s) if Customer: (a) does not honor any provision of the
Agreement, (b) uses a Service in a manner that adversely affects Service to other customers or
employees, (c) or others use a Service to engage in fraud or unlawful conduct or are suspected of
doing so, (d) Service is used in a manner that is excessive or unreasonable with respect to volume
or length of calls when compared to the predominant volume or length of call of other customers on
a similar rate plan or in the same geographic area, (e) resell any Service or uses it to aggregate the
traffic of other persons. Company may restore or redeliver interrupted, repossessed or terminated
Service, in its sole discretion, following correction of the violation and payment of any amounts due,
including any restoration charge.
Charges for Services:and Equipment - Customer is responsible for paying all charges applicable
to Service, including but not limited to: access or other carrier assessed charges, airtime, features,
installation, repair, restocking, toll, long distance, and directory or operator assistance. In addition,
Customer is responsible for paying any taxes, surcharges, fees, and assessments imposed by
Company or a governmental authority from time to time in connection with the Services or the sale
thereof. Internet access may be billed in full hour increments. Partial hours of use maybe rounded
up to the next full hour. Unused hours may not be carried over by Customer to subsequent monthly
billing cycles. Access time may be measured from the time the port is seized to the time the port
is seized to the time the port is released by your computer.
Delivery and Installation -Company will deliver and install Equipment in accordance with Company
standard practices and requirements. Customer shall be responsible for providing an environment
that is compatible and suitable for the installation and use of the Equipment.
Repair and Replacement of Equipment -Routine repair and maintenance of Equipment owned by
Company and used to provide Services shall be provided at the expense of Company; however, any
repair, maintenance or replacement of Customer purchased Equipment or due to or caused by the
actions or omission of Customer, its agents, employees, representatives, invitees, guests or officers
shall be repaired by Company at its discretion, but at the expense of Customer.
Page 2 of 5 10/30/2006
Billing Information -Customer represents and warrants that the address provided to Company to
obtain Service is correct, and acknowledges that Company is relying on this information to determine
which taxes, fees or surcharges are applicable to Service. Customer agrees to notify Company if the
address changes. In the event Customer does not provide a valid address or address change;
Customer will be responsible for additional taxes, fees or surcharges for Service.
Payments -Customer will be billed monthly for all charges associated with the Services. Payment in
full is due no later than the earlier of (i) due date indicated on the bill or within 30 days of the date of the
invoice. If payment for Services is authorized by credit card or by debiting a bank account, no
additional notice or consent is required before invoicing the credit card or debiting the bank account for
all amounts due for any reason. Company may accept late payments, partial payments or any
payments marked as being "payment in full" or as being settlement of any dispute without waiving
any rights to full payment or termination or other rights under this Agreement. Customer will pay all
costs and fees Company incurs to collect an unpaid balance.
Late Payments - If any portion of a payment is not received when due, is received after the payment
due date, or is received in funds not immediately available (all referred to as a "late amount"), then,
without waiving any other rights of Company, a late payment penalty shall be due and added to the late
amount. The late payment penalty shall be the late amount times .000590 per day, compounded daily
for the number of days from the payment date to and including the date actually received in
immediately available funds, or the maximum lawful rate allowable by law, whichever is lower, along
with any fees for collection.
Disputed Bills -Any dispute with respect to a bill or portion of a bill must be in good faith and must be
delivered to the Company in writing and specify the basis for the dispute within 25 days after the date
of the bill or all disputes are waived.
Credits And Deposits -Customer authorizes Company to ask credit-reporting agencies for credit
information about Customer. Company, in its discretion, may require Customer to submit a deposit
as secudty for payment of charges. An additional deposit may be required if either the amount or
number of Services is increased or credit rating changes. Simple interest will be paid on the cash
deposit for the period it is held by Company and will be refunded if satisfactory credit has been
established or upon termination of service. Company reserves the right to apply the deposit to any
amount due and unpaid. Company may require a guarantee of payment by an individual or entity
approved by Company.
Internet Access Service -Internet access Service shall be provided subject to Company's
Acceptable Use Policy, available via a link on the Company web site and by any other policies posted
by Company. The Acceptable Use Policy generally provides that Customer may not use the Internet
access Service to (1) engage in illegal activity, (2) violate the network policies of any network
accessed through the Service or (3) engage in any activity that interferes with other Internet users'
use and enjoyment of the Internet or the Service. The Acceptable Use Policy may change periodically,
and it is Customer responsibility to review it from time to time and comply with any changes.
Personal identifiers -Company assigns telephone numbers, a-mail addresses and other personal
identifiers at its discretion in connection with the Services. Unless Company provides advance notice,
Customer shall have no proprietary right to any such identifiers, and Company reserves the right to
change them upon notice to Customer. In the event Company becomes entitled or required to transfer
any such personal ideritifier to another party, Company reserves the right, prior to honoring the request
for transfer, to charge a fee for the transfer and to collect any money owed for Services.
Centrex Service -With respect to centrex service, within 30 days after the date of this Agreement,
the Customer and Company shall agree upon the specific features and functions and minimum lines
and groups to be provisioned. The applicable rates will be based on the agreed minimum number of
lines to be provisioned or such other number of lines upon which the parties may agree during the
term. Company shall have the right to bill Customer at Company's then applicable hourty rate for all
programming, installation or other labor associated with any adjustments to features and functions
and services after the initial provision by Company.
Other Service Charges -Customer shall compensate Company in accordance with Company's
tariff with respect to all service order, installation or other charges incident to installation of additional
lines, features or adjustments.
Advertising or publicity- Neither party shall use the name, marks or trade names or marks of the
other in any publicity, releases or advertisements without first securing the written approval of the
other.
Pagc 3 of 5 10/30/2006
Services Provided by Third Parties -The Services will be provided either by Company or by its
third party vendors or contractors. Company reserves the right to change or modify the source of any
Services provided to Customer without notice.
Delivery and Installation of Equipment- Company will deliver and install Equipment at Customer
premises subject to conformity of the premises with the environment required for the Equipment
and Company's standard practices and requirements. Customer will compensate Company for any
charges or costs incurred by Company in connection with delivery or installation.
Security Interest -Customer grants Company a first priority purchase money security interest in
Equipment and all of Customer's right, title and interests therein, together with any accessories,
additions, substitutions and replacements, to secure payment of the balance of the purchase price
owed. The Equipment shall be deemed and remain personal property even if attached to real property.
Upon request, Customer will execute any documents that may be necessary to perfect or continue the
security interest provided herein and Customer authorizes Company to file such documents to perfect
that security interest.
Software License - To the extent Equipment contains any licensed software, then Customer will not
violate any copyright or proprietary status of any software and will use the software solely in connection
with the proper and lawful use of the Equipment.
Risk of Loss -Upon delivery of Equipment to Customer, the risk of loss of the Equipment will be
borne by the Customer.
Privacy and Customer Proprietary Network Information -Customer authorizes Company to
monitor and record communications regarding Customers account or the Services for purposes of
quality assurance or to assure compliance with the terms of this Agreement. Company need not
provide Customer notice of any subpoenas or court orders related to Customer account or use of
Services unless required by law. Information in Company billing and customer care systems
concerning Customer account and use of Services belongs to Company, and Customer has no
expectation of privacy with respect to such information. Customer agrees that Company may release
information about Customer when required to do so by law, to provide to third parties for the purpose
of assisting in providing any Service to Customer, or if Company reasonably believes that an
an emergency involving immediate harm to a person or property requires disclosure. Company may
analyze Customer's account and usage information and share this information with other affiliated
entities to communicate with Customer regarding Equipment or Services that may become available.
Theft and Fraud -Company shall not be responsible or'liable if Service is lost or stolen or
fraudulently used and Customer is responsible and shall hold Company harmless for all usage, costs,
tees, liability and charges incurred before Company receives notice from Customer of such loss, fraud
or theft. Customer is responsible for taking security measures to safeguard all Equipment and
Services, and acknowledges that Company is not liable for fraudulent use of Equipment, Services or
toll fraud resulting in not taking these security measures. Customer will cooperate in the investigation
of fraud or theft and provide Company with such information and documentation as Company may
request (including affidavits and police reports).
LIMITATION OF LIABILITY- COMPANY LIABILITY REGARDING THE SERVICES OR EQUIPMENT,
THIS AGREEMENT, OR THE FAILURE OF OR INABILITY TO USE THE SERVICES OR
EQUIPMENT, IS LIMI"J:ED TO THE CHARGES CUSTOMER INCURS FOR SERVICES OR
EQUIPMENT DURING THE AFFECTED PERIOD. COMPANY SHALL NOT BE LIABLE FOR ANY
INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (SUCH AS LOST PROFITS OR LOST
BUSINESS OPPORTUNITIES), PUNITIVE OR EXEMPLARY DAMAGES, OR ATTORNEYS' FEES.
DISCLAIMER OF WARRANTIES -COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES
REGARDING THE SERVICES OR EQUIPMENT AND DISCLAIMS ANY WARRANTIES OR
REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY IS NOT
RESPONSIBLE, IN ANY EVENT, FOR CIRCUMSTANCES BEYOND ITS CONTROL, INCLUDING
WITHOUT LIMITATION ACTS OR OMISSIONS OF OTHERS, ATMOSPHERIC CONDITIONS, OR
ACTS OF GOD. COMPANY DOES NOT PROMISE UNINTERRUPTED OR ERROR FREE
SERVICE. COMPANY DOES NOT MANUFACTURE ANY EQUIPMENT OR SOFTWARE THAT
CUSTOMER MAY USE IN CONNECTION WITH SERVICE, AND CUSTOMER'S ONLY WARRANTIES
AND REPRESENTATIONS WITH RESPECT TO EQUIPMENT OR SOFTWARE ARE THOSE
PROVIDED BY THE MANUFACTURER (WITH RESPECT TO WHICH COMPANY SHALL HAVE NO
LIABILITY WHATSOEVER).
Page 4 of 5 10/30/2006
Emergency Services or 911 Access -Customer expressly acknowledges and understands that
certain Services, customer premise equipment, means of communication and Service configurations,
including but not limited to, voice over Internet protocol (VOIP), centrex or private branch exchange,
may not provide access to 911 services or may not transmit the location or extension of the Customer
in the event of an emergency and attempt to access 911 services. Customer expressly assumes all
responsibility and risk of harm, loss or damage in the event that 911 access fails, is not possible or
does not provide the address, correct address, extension or other information.
About These Terms and Conditions - BY USING ANY SERVICES OR EQUIPMENT OR ALLOWING
THE INSTALLATION OF SERVICES OR EQUIPMENT, CUSTOMER ACKNOWLEDGES AND
AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT EVEN IF CUSTOMER HAS NOT
SIGNED THIS AGREEMENT. Company may change the provisions of this Agreement, including any
charges, or impose a new charge at any time if it provides Customer advance notice of the change.
A material change is any change that (a) terminates or substantially reduces the availability of a Service
or (b) results in the increase of any charge by more than ten percent (10%) of the monthly charge for
that Service. Material changes DO NOT include the increase in, or imposition of: (1) any charge
required to be collected by any governmental authority, or (2) any charge permitted to be collected by
any governmental authority to recoup expense for the provision of a service required by that
governmental authority. If Customer does not accept a material change, Customer may terminate the
Agreement solely for the affected Service by providing Company notice within thirty (30) days after
notice of the change and Customer will not be subject to an early cancellation fee. Customer will still
be responsible for all charges for Service made before Customer terminated the Agreement for that
Service.
Applicable Law -This Agreement and the provision of Services are subject to (a) the laws of the state
in which the Service is provided to Customer and (b) any applicable federal or state laws and tariffs.
In the event of an inconsistency between this Agreement and any governmental requirement or
applicable Company tariff, as maybe changed from time to time and approved by a Governmental
authority, the provisions of the governmental requirement or tariff will apply to the extent necessary to
avoid the inconsistency and to the extent required bylaw.
Assignment -Company may assign this Agreement and its rights and responsibilities hereunder to
another entity without any advance consent from or notice to Customer. Customer may not assign
this Agreement without Company consent.
No Waiver; Severability - If Company does not enforce any right or remedy available under this
Agreement, that failure is not a waiver. If any part of this~Agreement is held invalid or unenforceable,
the remainder of this Agreement will remain in force.
Third Parties -This Agreement is for the benefit of Company and Customer only, and not any third
party.
Confidentiality- This proposal/document contains information that is proprietary and confidential to
Company, and Company retains all rights to all content in accordance with copyright and other relevant
applicable laws. Any dissemination, distribution, reproduction or disclosure in any form of information
contained in this document or related communication is forbidden without the prior written permission
of Company. The recipient of this proposal/document is restricted from using the enclosed and
related information for any purpose other than as expressly set forth herein. All reasonable efforts
must betaken to ensute confidentiality of any information provided herein. This proposal/document
is intended only for the use of the individual(s) and/or corporation named above in accordance with
the restrictions set forth herein. If you are not the intended recipient of this proposal/document,
you are hereby notified that you should not review, use, disclose, distribute, or forward this
proposal/document. If you have received this proposal/document in error, please notify the sender
immediately and delete/destroy any and all copies of the original proposal/document.
Entire Agreement -This Agreement, is the entire Agreement between Company and Customer,
which may only be amended as described above. This Agreement supersedes any inconsistent or
additional statements or promises made to Customer by any Company employees or agents.
Customer Initials:
Date:
Version: 02.00.0.0
Page 5 0(5 10/30/2006