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<br />If there is a conflict among the terms in the various documents, those of an Attachment prevail over those of this
<br />Agreement. The terms of a Transaction Document prevail over those of both of these documents.
<br />
<br />You accept the terms in Attachments and Transaction Documents by 1) signing them, 2) using the Product or Service,
<br />or allowing others to do so, or 3) making any payment for the Product or Service,
<br />
<br />A Product or Service becomes subject to this Agreement when IBM accepts your order by 1) sending you a Transac-
<br />tion Document, 2) shipping the Machine or making the Program available to you, or 3) providing the Service.
<br />
<br />1.3 Delivery
<br />IBM will try to meet your delivery requirements for Products and Services you order, and will inform you of their status.
<br />Transportation charges, if applicable, will be specified in a Transaction Document.
<br />
<br />1.4 Charges and Payment
<br />The amount payable for a Product or Service will be based on one or more of the following types of charges: one-time,
<br />recurring, time and materials, or fixed price. Additional charges may apply (such as special handling or travel related
<br />expenses), IBM will inform you in advance whenever additional charges apply.
<br />
<br />Recurring charges for a Product begin on its Date of Installation. Charges for Services are billed as IBM specifies
<br />which may be in advance, periodically during the performance of the Service, or after the Service is completed,
<br />
<br />Services for which you prepay must be used within the applicable contract period, Unless IBM specifies otherwise,
<br />IBM does not give credits or refunds for unused prepaid Services.
<br />
<br />Charges
<br />One-time and recurring charges may be based on measurements of actual or authorized use (for example, number of
<br />users or processor size for Programs, meter readings for maintenance Services or connect time for network Services).
<br />You agree to provide actual usage data if IBM specifies. If you make changes to your environment that impact use
<br />charges (for example, change processor size or configuration for Programs), you agree to promptly notify IBM and pay
<br />any applicable charges, Recurring charges will be adjusted accordingly. Unless IBM agrees otherwise, IBM does not
<br />give credits or refunds for charges already due or paid. In the event that IBM changes the basis of measurement, its
<br />terms for changing charges will apply,
<br />
<br />You receive the benefit of a decrease in charges for amounts which become due on or after the effective date of the
<br />decrease.
<br />
<br />IBM may increase recurring charges for Products and Services, as well as labor rates and minimums for Services pro-
<br />vided under this Agreement, by giving you three months' written notice. An increase applies on the first day of the in-
<br />voice or charging period on or after the effective date IBM specifies in the notice.
<br />
<br />IBM may increase one-time charges without notice. However, an increase to one-time charges does not apply to you if
<br />1) IBM receives your order before the announcement date of the increase and 2) one of the following occurs within
<br />three months after IBM's receipt of your order:
<br />1. IBM ships you the Machine or makes the Program available to you;
<br />2, you make an authorized copy of a Program or distribute a chargeable component of a Program to another Ma-
<br />chine; or
<br />3. a Program's increased use charge becomes due.
<br />
<br />Payment
<br />Amounts are due upon receipt of invoice and payable as IBM specifies in a Transaction Document. You agree to pay
<br />accordingly, including any late payment fee,
<br />
<br />If any authority imposes a duty, tax, levy, or fee, excluding those based on IBM's net income, upon any transaction un-
<br />der this Agreement, then you agree to pay that amount as specified in an invoice or supply exemption documentation.
<br />You are responsible for any personal property taxes for each Product from the date IBM ships it to you. .
<br />
<br />1.5 Changes to the Agreement Terms
<br />In order to maintain flexibility in our business relationship, IBM may change the terms of this Agreement by giving you
<br />three months' written notice. However, these changes are not retroactive. They apply, as of the effective date IBM
<br />specifies in the notice, only to new orders, renewals, and on-going transactions that do not expire. For on-going trans-
<br />actions with a defined renewable contract period, you may request that IBM defer the change effective date until the
<br />end of the current contract period if 1) the change affects your current contract period and 2) you consider the change
<br />unfavorable. Changes to charges will be implemented as described in the Charges and Payment section above.
<br />
<br />Otherwise, for a change to be valid, both of us must sign it. Additional or different terms in any written communication
<br />from you (such as an order) are void,
<br />
<br />1.6 IBM Business Partners
<br />IBM has signed agreements with certain organizations (called "IBM Business Partners") to promote, market, and sup-
<br />port certain Products and Services. When you order IBM Products or Services (marketed to you by IBM Business
<br />Partners) under this Agreement, IBM confirms that it is responsible for providing the Products or Services to you under
<br />the warranties and other terms of this Agreement. IBM is not responsible for 1) the actions of IBM Business Partners,
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<br />City of Sunny Isles Beach, Florida IBM Customer Agreement 07-2006.doc
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