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HomeMy WebLinkAboutResolution - 2011-R0211 - Contract- Shared Technologies Inc.- Call Records Reporting Software, Maintenance - 05_10_2011Resolution No. 2011—RO211 May 10, 2011 Item No. 5.15 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for and on behalf of the City of Lubbock, Contract No. 9996 for the purchase of call records reporting software and maintenance agreement as per RFP 11-9996-DT, by ' and between the City of Lubbock and Shared Technologies, Inc. of Irving, Texas, and related documents. Said Purchase Order is attached hereto and incorporated in this resolution as if fully set forth herein and shall be included in the minutes of the City Council. Passed by the City Council on May 10, 2011 TOM MARTIN, MAYOR ATTEST: Q_a'_-e -le — — Reb ca Garza, City Secretary I APPROVED AS TO CONTENT: Mark ooLfAssistant City Manager Chief Information Officer (APPROVED AS TO FORM: Chad Weaver, Assistant City Attorney vw:ccdocs/RES.Shared Technologies, Inc.-PurchaseOrd April 13, 2011 Resolution No. 2011-RO211 Contract: 9996 TCCHnrJLOCIES Master Purchase and Maintenance Agreement This Master Purchase and Matnienance Agreement for Company Services (as defined below) ("Agreement") is made by and between Shared Technologies Inc., on behalf of itseif and its U S.-based subsidiaries, affiliates and successors (collectively referred to herein as "Company') and City of Lubbock TX ("Customer'), with offices located at 1625 131" Street, Lubbock, TX 79401_ Company or its providing affiliate may sell, install and maintain certain telecommunications equipment at Customer locations within the continental United States as described in the applicable Order Form, PO andlor other forms supplied by Company which are submitted by Customer and subsequently accepted by Company (collectively and individually, the "Company Services"). The telecommunications equipment and Company Services provded herein are for Customer's use and not available for resale. This Agreement is binding alter execution by both parties. Acceptance of this Agreement by Company is subject to Customer meeting Company/s credit terms and conditions, which may be based on commercially available credit reviews and to which Customer hereby consents. This Agreement shall be of no force and effect unless this Agreement is executed by Customer and delivered to Company on or before May 10, 2011. Neither this Agreement, nor any Order Form, will be effective until accepted by both parties as evidenced by the signature of a duly authorized representative of each party. 1. Definitions. I. Purchase of Equipment: (i) "Delivery" means the date on which the Equipment (as defined below) is physically transferred to the Customer Premises (as defined below) on which it will be installed Upon Delivery, Customer agrees to sign a Delivery Notice solely as a courtesy to Company However, in the event Customer fails to execute a Delivery Notice, the Equipment will be deemed Delivered on the date the Equipment is physically transferred to the Customer Premises on which it will be installed. (ii) "Cutover" means the date on which eighty percent (80%) of the equipped lines and equipped trunks comprising the Equipment identified in the original Company configuration are operational following installation. Upon Cutover, Customer agrees to sign a Cutover Notice solely as a courtesy to Company. However, in the event Customer fails to execute a Cutover Notice or provide an Objection Notice in accordance with Section 9 2.3, the Equipment will be deemed accepted on the tenth (10`") day after Cutover. (iii) "Sales Order" means an Order Form (as defined below) for Equipment. Such Sales Order shall specify the type of Equipment, the delivery and/or installation location, and the Project Price. (iv) "Hardware" means the new Customer premise equipment, cables, connectors, and/or upgrades ordered by Customer and provided by Company as described in the applicable Sales Order andlor PO submitted by Customer and subsequently accepted by Company (v) "Software" means the new software ordered by Customer and provided by Company as described in the applicable Sales Order and/or PO submitted by Customer and subsequently accepted by Company (vi) "Equipment" means the Hardware andlor Software collectively. II. Maintenance Services: (i) "Maintenance Services" means Company's service offering defined in Section 10 below. (ii) "Maintenance Order" means an Order Form for Maintenance Services. Such Maintenance Order shall specify the commencement date for such Maintenance Services, Customer Premises (as defined below), CPE (as defined below), port/user count, and the monthly recurring charges for such Maintenance Services. (iii) "CPE" means the pre -purchased Customer owned Customer premise equipment, cables, connectors, and/or software described in the applicable Maintenance Order and/or PO. Software for purposes of this section shall mean embedded software, unless non -embedded software is explicitly identified in the applicable Maintenance Order andlor PO. Ill. Time and Material Services. (i) "Time and Material Services" means the Company's service offering defined in Seclion 12 below. (ii) "Time and Material Order" means an Order Form for Time and Material Services. IV. General: (i) "Major Failure" means (i) the Hardware andlor CPE cannot make or receive any voice or data call; (ii) any of the attendant consoles cannot make or receive any voice or data calls; (iii) twenty percent (20%) or more of either the trunks or stations are inoperable, (iv) any of the T1 circuits are inoperable. or (v) any Additional Conditions specified in the applicable Order Form. (ii) "Order Form" means an order for applicable Company Services made during the term of this Agreement, on the forms, including any applicable exhibits, supplied by Company, submitted by Customer and subsequently accepted by Company. (iii) "Purchase Order" or "PO'" means Customer's standard purchase order(s) used to order Company Services contemplated herein. Specify whether Customer's internal processes require Customer to issue a PO to facilitate payment for the Company Services identified in this Agreement: YES or NO (,please circte one.) If a PO is required, Customer will use its good faith efforts to provide such PO to Company along with the applicable executed Order Form; provided however, in the event Customer fails to provide such PO with the executed order form, Customer will provide Company such PO within five (5) days from the date of Customer's execution of such Order Form. Customer shall remain liable for all payments due, and the associated due dates, hereunder regardless of whether Customer secures an internal PO- The terms and conditions of this Agreement andi (i) the Company -supplied Order Form(s) attached to the PO, or (ii) if no Order Form is attached to the PO, then the applicable terms and conditions for such Company Services as identified in Company's then -current standard Order Form, will supercede all terms and conditions set forth in the Customer's PO regardless of the date indicated on the PO. Any additional or alternative terms and conditions accompanying or printed on such PO shall be without effect unless such altemative conditions are expressly agreed to in writing by both parties. Additionally, the parties agree that Company's standard payment milestones for Equipment purchases shall apply to any purchases made utilizing a PO, unless otherwise set forth an the applicable Company -supplied Sales Order submitted by Customer with the PO or expressly agreed to by the parties in writing. Company's standard payment milestones are as follows Twenty -Five Percent (25%) of the Project Price as invoiced by Company upon execution of the Sales Order andlor PO, Sixty -Five Percent (65%) of the Project Price at Delivery as invoiced by Company in accordance with the Agreement, and Ten Percent (10%) of the Project price at Cutover as invoiced by Company in accordance with the Agreement. Any alternative payment milestones reflected on a PO which were not agreed to by the parties shall be without effect. (iii) "Premises" means the Equipment or CPE installation location as identified in the applicable Order Form and/or PO. (iv) "Customer Change Authorization" or "CCA" means an order, made on forms supplied by Company, submitted by Customer and subsequently accepted by Company, modifying an existing Order Form or an order for additional services provided by Company to Customer. SHARED TECHNOLOGIES CONFIDENTIAL 1 Master Purchase and Maintenance Agmt 040411 Shared Technologies. the Shared rechimhxTies n arne and logoare ha dernarks of Shared Terhnoluyies Inc:. subsequently accepted by Company, modifying an existing Order Form or an order for additional services provided by Company to Customer. Customer agrees to sign a CCA as a courtesy to Company. However, for purposes of avoiding delays in the procurement and provision of Company Services to Customer, if Company provides the Company Services requested by Customer, as set forth in a CCA, and Company does not receive the applicable CCA signed by Customer within five business (5) days after the provision of such Company Services, then Customer will have been deemed to have approved the CCA as of such fifth (5w) business day following provision of such Company Services and Customer shall be responsible for payment for such Company Services in accordance with the terms and conditions of the Agreement and the CCA. 2. Term. The term of this Agreement shall commence on the date it is fully executed by Company and shall remain in full force and effect through the expiration of any applicable Order Form andlor PO submitted by Customer and subsequently accepted by Company. In the event this Agreement is terminated pursuant to Section 6, the terms and conditions of this Agreement will survive with respect to any Sales Order and/or PO accepted by Company outstanding at the time of termination, and shall continue in full force with respect to such Sales Order and/or PO until the full performance of the terms of the Company accepted Sales Order and/or PO. 3. Invoicing and Charges. 3.1 Company shall submit invoice(s) to Customer for all charges due under this Agreement, including without limitation any installation, shipping, upgrading, and restocking charges. Invoices will be issued in accordance with the applicable Order Form. Customer will pay the amount invoiced within: (i) thirty (30) days after the date of the invoice for Maintenance Services, MAC Services (as defined in Section 11 below), and/or Time and Material Services (as defined in Section 12 below), or (ii) ten (10) days after the date of the invoice for Hardware, Software, and/or any other Company Services identified in the applicable Order Form. Company may impose a surcharge equal to two percent (2%) on all amounts paid by Customer with a credit card, charge card, or debit card, which Customer agrees to pay. Any and all enrollment fees, subscription charges, surcharges or other similar fees associated with electronic invoicing requested in writing by Customer and agreed to by Company will be the Customer's responsibility. Customer may not withhold payment of any amount invoiced based on abatement, reduction, set-off, defense, counterclaim or recoupment in connection with any past, present or future claim Customer may allege against Company for charges not covered under this Agreement or against the manufacturer of any equipment or any other third party. In the event Company does not receive full payment within thirty (30) days of the invoice date, Company, in its sole discretion, may assess an additional charge against Customer in the amount of one and one-half percent (1'/2%) per month or the maximum rate allowed under applicable law, whichever is less, on any unpaid amounts. Amounts paid in advance or in excess of the amount invoiced will be credited to Customer's account and, for a period of up to twelve (12) months from the date the credit is issued, such credit may be applied to outstanding or future invoices; provided, however, that if this Agreement expires or is earlier terminated and there are no outstanding amounts owed or invoiced, upon Customer's written request, any unused portion of the advance or excess payment(s) will be refunded to Customer. In order to defray the cost of customer account administration, any credit balances or other sums owed to Customer which remain unclaimed by Customer for a period greater than twelve (12) months will become the property of Company. 3.2 All charges are exclusive of federal, state and local sales, use, excise, utility and gross receipts taxes, other similar tax -like charges, and tax -related surcharges, which Customer agrees to pay. Taxes based on Company's net income shall be the sole responsibility of Company. In the event that Customer provides Company with a duly authorized exemption certificate, Company agrees to exempt Customer in accordance with law, effective on the date the exemption certificate is received by Company. 3.3 Failure to remit payment when due may result, upon Customer notification, in interruption or cancellation of Company Services under this Agreement. Customer shall be liable for the payment of all fees and expenses, including attorneys fees, reasonably incurred in collecting, or attempting to collect, any charges owed hereunder. Company may refuse to ship any equipment, provide Maintenance Services or fulfill an Order Form and/or PO if: (i) Customer provides false information to Company regarding Customer's identity, creditworthiness, or its planned use of the Equipment; (ii) any outstanding balance is due for Equipment purchased under this Agreement; or (iii) Company no longer offers the Equipment or provides Maintenance Services on the CPE or other equipment on a commercial basis. Any deposit Customer provides to Company with an Order Form or CCA will be promptly returned to Customer I Company declines to accept the Order Form. The unused portion of any pre- payments received from Customer for Maintenance Services pursuant to the applicable Maintenance Order or CCA will be promptly returned to Customer following the occurrence of the event described in Section 3.3(iii) above. 4. Confidential Information, Commencing upon Customer's execution of this Agreement and continuing for a period of three (3) years from the termination of this Agreement, each party shall protect as confidential, and shall not disclose to any third party, any confidential information received from the disclosing party or otherwise discovered by the receiving party during the Term, including, but not limited to, the pricing and terms of this Agreement, and any information relating to the disclosing party's technology, business affairs, and marketing or sales plans (collectively the "Confidential Information"). The parties shall use Confidential Information only for the purpose of this Agreement. The foregoing restrictions on use and disclosure of Confidential Information do not apply to information that: (a) is in the possession of the receiving party at the time of its disclosure and is not otherwise subject to obligations of confidentiality; (b) is or becomes publicly known, through no wrongful act or omission of the receiving party; (c) is received without restriction from a third party free to disclose it without obligation to the disclosing party; (d) is developed independently by the receiving party without reference to the Confidential Information, or (e) is required to be disclosed by law, regulation, or court or governmental order. 5. Limitation of Liability and Limited Warranty. 5.1 Neither party will be deemed to be negligent, at fault or liable in any respect for any delay or failure in performance resulting from acts of God, war. accidents, labor disputes, strikes, power interruptions or outages, manufacturer delays. inability to secure equipment as a result of end -of -life issues. or any other cause beyond the reasonable control of the party delayed; provided, however, that such acts or events shall not relieve Customer of its obligation to make payments for invoiced amounts. In no event shall Company be obliged to provide credits for service interruptions to Customer's network telecommunication services. 5.2 Company will provide Customer the limited warranty set forth in Section 9 and Section 10 based on the Company Services purchased hereunder. EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 9, SECTION 10, SECTION 11, AND SECTION 12, COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE HARDWARE, SOFTWARE, MAINTENANCE SERVICES, MAC SERVICES, TIME AND MATERIAL SERVICES, ANY OTHER EQUIPMENT OR RELATED PRODUCT, SOFTWARE OR DOCUMENTATION. COMPANY SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE OR NON - INFRINGEMENT OF THIRD PARTY RIGHTS_ COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM OR RELATED TO ALLEGED VIOLATIONS OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. WITHOUT LIMITING ANY OF THE FOREGOING, COMPANY DOES NOT WARRANT THAT THE SOFTWARE WILL OPERATE ERROR FREE OR UNINTERRUPTED, OR WILL MEET CUSTOMER'S REQUIREMENTS. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN SECTION 9.3.2. THE SHARED TECHNOLOGIES CONFIDENTIAL 2 Master Purchase and Maintenance Agmt 040411 Shared Technologies, the Shared Technologies name and logo are trademarks of Shared Technologies Inc. All rights reserved. SOFTWARE AND DOCUMENTATION ARE PROVIDED "AS IS". NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS AGREEMENT IS INTENDED TO LIMIT OR DIMINISH THE WARRANTIES AND SUBLICENSES, IF ANY, OF THE HARDWARE AND/OR SOFTWARE MANUFACTURER, WHICH PASS THROUGH COMPANY AND INURE TO THE BENEFIT OF CUSTOMER, 5.3 NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT: CONSEQUENTIAL, EXEMPLARY, TREBLE, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF USE OR LOST BUSINESS, REVENUE, PROFITS, OR GOODWILL, ARISING IN CONNECTION WITH THIS AGREEMENT, HARDWARE, SOFTWARE, RELATED PRODUCTS, DOCUMENTATION AND/OR THE INTENDED USE THEREOF, UNDER ANY THEORY OF TORT, CONTRACT, INDEMNITY, WARRANTY OR STRICT LIABILITY, EVEN IF THE PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. 5.4 WITHOUT LIMITATION OF THE PROVISIONS OF SECTION 5.3 ABOVE, THE TOTAL LIABILITY OF COMPANY, TO CUSTOMER IN CONNECTION WITH: (A) THE PURCHASE OF HARDWARE, SOFTWARE, MAC SERVICES, ANDIOR TIME AND MATERIALS SERVICES UNDER THIS AGREEMENT SHALL BE LIMITED TO THE LESSER OF (i) DIRECT DAMAGES PROVEN BY CUSTOMER OR (ii) THE TOTAL AMOUNTS PAID BY CUSTOMER TO COMPANY FOR THE SPECIFIC PRODUCT OR SERVICE FORMING THE BASIS OF THE CLAIM OR CAUSE OF ACTION; OR (B) FOR THE MAINTENANCE SERVICES UNDER THIS AGREEMENT, SHALL BE LIMITED TO THE LESSER OF (i) DIRECT DAMAGES PROVEN BY CUSTOMER OR (ii) THE TOTAL AMOUNTS PAID BY CUSTOMER FOR THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH CLAIM OR CAUSE OF ACTION AROSE. COMPANY SHALL NOT BE LIABLE FOR DAMAGES THAT COULD HAVE BEEN AVOIDED BY CUSTOMER'S USE OF REASONABLE DILIGENCE. THE FOREGOING LIMITATION APPLIES TO ALL CAUSES OF ACTIONS AND CLAIMS, INCLUDING, WITHOUT LIMITATION BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, INDEMNITY, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS. CUSTOMER ACKNOWLEDGES AND ACCEPTS THE REASONABLENESS OF THE FOREGOING DISCLAIMERS AND LIMITATIONS OF LIABILITY. NO CAUSE OF ACTION UNDER ANY THEORY WHICH ACCRUED MORE THAN ONE (1) YEAR PRIOR TO THE INSTITUTION OF A LEGAL PROCEEDING ALLEGING SUCH CAUSE OF ACTION MAY BE ASSERTED BY EITHER PARTY AGAINST THE OTHER. HOWEVER, NOTHING IN THIS SECTION 5.4 SHALL LIMIT COMPANY'S LIABILITY: (A) IN TORT FOR ITS WILLFUL OR INTENTIONAL MISCONDUCT, OR (B) FOR BODILY INJURY OR DEATH PROXIMATELY CAUSED BY COMPANY'S NEGLIGENCE, OR (C) LOSS OR DAMAGE TO REAL PROPERTY OR TANGIBLE PERSONAL PROPERTY PROXIMATELY CAUSED BY COMPANY S NEGLIGENCE. 6. Termination_ Either party may terminate this Agreement for Cause. As to payment of invoices, "Cause" shall mean the Customer's failure to pay any invoice within thirty (30) days after the date of the invoice. For all other matters, Cause shall mean a breach by the other party of any material provision of this Agreement, provided that written notice of the breach has been given to the breaching party, and the breach has not been cured within thirty (30) days after delivery of such notice. 7. Indemnification. Customer and Company agree to defend at their expense, indemnify. and hold harmless each other from and against any third party claims, suits, damages and expenses asserted against or incurred by such party ("Indemnitee") arising out of or relating to bodily injury to or death of any person or loss of or damage to real or tangible personal property or the environment to the extent that such third party claim, suit, damage, or expense was proximately caused by any negligent act or omission on the part of the party from whom indemnity is sought, its agents or employees ("Indemnifying Party"). Notwithstanding any other provision of this Agreement, the Indemnifying Party shall pay all damages, settlements, expenses and costs, including costs of investigation, court costs and reasonable attorneys' fees and costs (including allocable costs of in-house counsel) incurred by the Indemnitee as set forth in this Section 7, including, without limitation, reasonable attorneys' fees and costs (including allocable costs of in-house counsel) incurred in enforcing this Section 7. 8. Customer Resoonsi bi Wies. Customer's responsibilities and obligations under this Agreement include the following: 8.1 Provide Company and its subcontractors with immediate access (twenty-four (24) hours per day, seven (7) days per week during the Term) to Customer facilities, overhead and under floor cable ducts, Premises and Equipment and/or CPE as may be necessary or useful for Company to meet Company's requirements identified herein. 8.2 Immediately report detected Equipment and/or CPE failures by calling the National Response Center at the number provided by Company, and provide information requested by Company, its subcontractors, or Company's designated point of contact that is necessary or useful for Company to meet Company's requirements identified herein. 8.3 Endorse Customer's name upon any Uniform Commercial Code flings reasonably necessary to protect Company's, Company's subcontractor's or Company's assignee's interest, if any, in the Equipment. Consistent with this obligation, Customer hereby authorizes Company or Company's assignee to endorse Customer's name upon any such Uniform Commercial Code filings. 8.4 Obtain, as may be necessary and at Customer's cost, all permits, licenses, variances and other authorizations required by state and local jurisdictions for installation and operation of the Equipment. 8.5 Provide adequate building, space, circuitry, and power in accordance with the standards established by Company for proper installation and operation of the Equipment and/or CPE. 8.6 Ensure that adequate back-up power to the Equipment and/or CPE exists in the event of a power failure, interruption or outage. 8.7 Provide a well -lighted and safe working area that complies with all local safety standards and regulations for Company employees and subcontractors. 8.8 Provide Company employees and subcontractors with proper security clearances as required. If security passes are required for the Company employee or subcontractor or the equipment brought with such person, Customer must be available to provide all required badges, passes, etc. at the time the Company employee or subcontractor arrives at the Customer Premises, 8.8 Customer agrees to ensure that any equipment to be replaced ("Replaced Equipment") is free of any encumbrances at the time of any exchange. Customer further agrees to remove all external attachments or objects from the unit of Replaced Equipment before the time of exchange. Customer gives up all rights to any such items not removed once Company removes the Replaced Equipment from Customer's Premises. 8.10 Provide Company employees and subcontractors all appropriate communications, product and service documentation, installed equipment lists, cabling and equipment locations, configuration and maintenance of any software and any software upgrades or back- ups related to the Equipment and/or CPE. 8.11 Appoint an administrator (the "Customer Contact") knowledgeable in Customer operational requirements as a point of contact to Company and with the authority to act on Customer's behalf. 8.12 Follow all installation, operation and maintenance instructions provided by the Equipment and/or CPE manufacturer(s). 8.13 Agree to execute, to the extent applicable, and abide by the terms of the applicable manufacturer's software licenses. SHARED TECHNOLOGIES CONFIDENTIAL 3 Master Purchase and Maintenance Agmt 040411 Shared Technologies, the Shared Technologies name and logo are trademarks of Shared Technologies Inc. All rights reserved. 9. Purchase of Equipment. In addition to the terms and conditions of the Agreement, the following terms and conditions shall apply only to the purchase of Equipment under this Agreement: 9.1 Company Responsibilities. 9.1.1 If requested in the applicable Sales Order and/or PO, Company shall install the Equipment at Customer's Premises. 9.1.2 Company will use commercially reasonable efforts to repair or replace any parts found to be defective under normal and proper use and service during the First Year Hardware Warranty Period within the timeframes set forth in Section 9.3.1.3, unless otherwise agreed to in the applicable Sales Order and/or PO. 9.1.3 Company shall not be responsible for any of the following: 9.1.3.1 Electrical work external to the Equipment or otherwise considered "in-house wiring". 9.1.3.2 Repair or replacement of failed equipment caused by factors outside of the Equipment, such as fire, accident, misuse, vandalism, water, lightning, or failure of Customers Installation Site to conform to manufacturer specifications. 9.1.3.3 Use of the Equipment for other than the intended purpose. 9.1.3.4 Repair of damage caused by the maintenance or repairs performed by a person other than a Company employee or person authorized by Company. 9.1.3.6 Supplies, accessories, painting, or refurbishing of the Equipment. 9.1.3.6 Relocation, additions, or removal of Equipment, parts, or features not furnished by Company or use of the Equipment with other equipment that fails to conform to manufacturer specifications. 9.1.3.7 Power or back-up power to or from the Equipment, except as provided by Company. 9.1.3.8 Any network "telco" issues, including without limitation customer network issues (e.g. LANMAN). 9.1.4 In the event Customer requests Company to perform any one or more of the activities identified in Section 9.1.3 and Company agrees to do so, Customer will pay Company the applicable MAC charges in accordance with Section 11. Company and its subcontractors will not be responsible or liable for Customer's failure to adequately duplicate or document files or for data or files lost during the course of performance of services hereunder. 9.2 Title: Risk of Loss: Acceptance and Security Interest. 9.2.1 Title: Title to the Equipment shall remain with Company until payment in full of all amounts due is received by Company, at which time title shall pass to Customer. 9.2.2 Risk of Loss: Company shall bear the risk of loss or damage to the Equipment until Delivery of the Equipment. Thereafter, Customer shall assume the risk of loss or damage to the Equipment. Customer shall not do anything inconsistent with Company's interest in the Equipment until such time as title passes to Customer. 9.2.3 Acceptance: The Equipment shall be deemed accepted by Customer at Cutover, unless Customer gives written notice to Company at Cutover of any manufacturer specification with which the Equipment fails to comply ("Objection Notice"). In the event such Objection Notice is provided, the Equipment will be deemed accepted immediately once such defect is remedied by Company. 9.2.4 Security Interest: Customer hereby grants to Company a security interest in any Equipment to be delivered to Customer pursuant to this Agreement, and any proceeds thereof, to secure payment of the purchase price, and will sign the appropriate financing statements as may be necessary for Company to perfect its security interest. Upon receipt of payment in full of the purchase price of the Equipment, Company will promptly file a satisfaction of any financing statement filed with respect thereto. 9.3Limited Warranty: 9.3.1 Hardware Warranty: Unless otherwise defined in the applicable Order Form, Customer shall receive the following limited warranty for the Hardware identified in the applicable Sales Order and/or PO during the first consecutive twelve (12) month period commencing upon Cutover (the "First Year Hardware Warranty Period"), During the First Year Hardware Warranty Period and subject to the limitations set forth below, Company warrants against defective materials, and, if Company installed the Equipment, Company warrants that the Hardware will have been installed in a good and workmanlike manner. Company's entire liability and Customer's sole and exclusive remedy for a breach of this limited warranty shall be that Company will use commercially reasonable efforts to repair or replace any parts found to be defective under normal and proper use and service during the First Year Hardware Warranty Period within the timeframes set forth in Section 9.3.1.3 below. If Customer permits any maintenance or service work to be performed on the Hardware by anyone other than Company or the equipment manufacturer without the prior written consent of Company, or if the Hardware or any part thereof is moved to a location other than the location where the Hardware is installed (the "Installation Site"), then this limited warranty for the Hardware will be void. The determination of whether a part is defective and whether to repair it will be made solely by Company. Company reserves the right to replace any part with a functionally equivalent used or remanufactured part of comparable quality. Any replacement hardware shall become Customer's property and the replaced hardware shall become Company's property. 9.3.1.1 Company will provide, at no additional charge, all labor to repair any defect on the Hardware during the First Year Hardware Warranty Period. In order for Customer to avail itself to the foregoing limited warranty, the Customer must notify Company immediately upon discovering any defect, which it claims to be covered by the limited warranty. 9.3.1.2 Labor to repair any defect on the Hardware identified by Customer following the conclusion of the First Year Hardware Warranty Period will be billable consistent with the terms and conditions of the Company offering in effect at the time service is performed, unless such Hardware is otherwise covered by Maintenance Services as reflected in the applicable Maintenance Order. 9.3.1.3 During the First Year Hardware Warranty Period, Company will use commercially reasonable efforts to respond to Major Failures within two (2) Business Hours (as hereinafter defined) following notification by Customer Contact and within twenty-four (24) hours (excluding weekends and Company observed holidays) of notification by Customer Contact for all other Hardware failures. Response by Company outside of Business Hours will be billed at the hourly MAC Rates in accordance with Section 11. "Business Hours" means the hours between 8:00 A.M. to 5:00 P.M. Monday through Friday (8 hours a day/5 days a week), PLUS, FOR MAJOR FAILURES ONLY 5:01 P.M. to 7:59 A M. Monday through Friday and all day Saturday and Sunday, and Company observed Holidays. Timeframes are based on local time at the applicable Premises. 9.3.1.4 The First Year Hardware Warranty described herein does not include efforts to remedy, repair or replace as a result of: (i) accident or neglect; (ii) problems relating to or residing in other hardware, software or services with which the Hardware is used; (iii) use of the Hardware in an environment, in a manner or for a purpose for which it was not designed; (iv) problems relating to or residing in the power supply or other circuitry, except as provided by Company; and (v) installation, modification, alteration or repair of the Hardware by anyone other than Company or the manufacturer. 9.3.2 Software Warranty: Company warrants to Customer that, for a period of sixty (60) days from the date of Delivery, it will replace any defective media on which the Software is provided and that the Software, if not modified and, if properly installed and used, will SHARED TECHNOLOGIES CONFIDENTIAL 4 Master Purchase and Maintenance Agmt 040411 Shared Technologies, the Shared Technologies name and logo are trademarks of Shared Technologies Inc. All rights reserved. substantially conform to the specifications set forth in the applicable documentation ("Software Warranty Period"). If Customer permits any maintenance or service work to be performed on the Software by anyone other than Company or the software manufacturer, or if the Software or any part thereof is moved to a location other than the location where the Software is installed (the "Installation Site"). without the prior written consent of Company, then this limited warranty for the Software will be void. 9.3.2.1 Exclusive Remedy for Software Warranty. Customer's exclusive remedy, and Company's exclusive obligation and liability, with respect to Software that does not conform to the limited warranty set forth in Section 9.3.2 shall be to use commercially reasonable efforts to correct or provide a workaround for a material nonconformance in the Software. Customer understands that Company does not guarantee that any error or other nonconformance can or will be corrected. If Customer notifies Company of such material nonconformance within the Software Warranty Period, but Company is unable to correct such material nonconformance in the Software, and, if in Company's opinion such correction is not reasonably feasible, Company agrees to refund any prepaid license fees to Customer upon Customers return of the Software and all applicable documentation to Company. 9.4 Termination and/or Modification of a Sales Order. 9.4.1 For Hardware purchases, in the event (i) Customer terminates this Agreement or a Sales Order and/or PO for reasons other than Cause, or (ii) Customer cancels or modifies Customer's Sales Order andlor PO, or (iii) Company terminates this Agreement or a Sales Order and/or PO for Cause, at any time prior to Delivery of the Hardware Customer will be subject to a restocking fee equal to fifteen percent (15%) of the Project Price (as defined in the applicable Sales Order andlor PO) due and payable immediately. Company will not accept the Equipment for return except pursuant to this section. Purchases of Software cannot be canceled or modified once such Sales Order and/or PO is submitted by Customer. All purchases hereunder are final. 9.4.2 Upon termination, Company shall have the right to exercise one or more of the following remedies set forth below, in addition to any other remedies Company may exercise, in law or equity. Company may (i) recover from Customer all amounts due and unpaid (including any and all restocking fees), or (ii) repossess the Equipment and any equipment to which Company or its assignee holds title. 10. Maintenance Services. In addition to the terms and conditions of this Agreement, the following terms and conditions shall apply only to the purchase of Maintenance Services under this Agreement: 10.1 Maintenance Order Term. The term of each Maintenance Order (each a "Maintenance Order Term") shall commence on the date specified therein and cover a period of one (1) year (each a "Contract Year"), unless a period other than one (1) year is expressly specified in the applicable Maintenance Order. After the expiration of the initial Maintenance Order Term, the Maintenance Order Term shall automatically renew from year-to-year, unless either party provides written notice of its intent not to renew the Maintenance Order Term at least thirty (30) days before the expiration of the then -current Maintenance Order Term. The rate for each year may increase no more than five percent (5%) than the previous year, or any other rate specified by Company in writing or by invoice insert. 10.2 Limited Warranty: 10.2.1During the applicable Maintenance Order Term, Company warrants that the CPE will have been installed and maintained in a good and workmanlike manner subject to the limitations set forth in Section 10.2.2 below. 10.2.2The limited warranty described herein does not include efforts to remedy, repair or replace as a result of: (i) accident or neglect; (ii) problems relating to or residing in other hardware, software or services with which the CPE is used; (iii) use of the CPE in an environment, in a manner or for a purpose for which it was not designed; (iv) problems relating to or residing in the power supply or other circuitry, except as provided by Company; (v) installation, modification, alteration or repair of the CPE or Software by anyone other than Company or the manufacturer; and (vi) problems with the unstable condition of the CPE due to age or obsolescence. Company disclaims any liability, following removal, relocation and reinstallation, for the non -operation or degradation in performance of the CPE deemed by Company to be in unstable condition. 10.3.31n the event Customer notifies Company during the applicable Maintenance Order Term that such Maintenance Services do not conform to the limited warranty identified in Section 10.2.1, and except for the Platinum Service Level Guarantee identified in Section 10.5 below, Company's entire liability and Customer's sole and exclusive remedy for a breach of this limited warranty shall be that Company will perform such Maintenance Services again. 10.3 Early Termination of Maintenance Order: If (a) Customer terminates this Agreement or a Maintenance Order for reasons other than Cause, or (b) Company terminates this Agreement for Cause, then Customer will pay, within thirty (30) days after such termination: (i) all accrued but unpaid charges incurred through the date of such termination, plus (ii) an amount equal to one hundred percent (100%) of the Total Monthly Recurring Charges (as defined in the applicable Maintenance Order and/or PO) for the Maintenance Services provided hereunder for each month remaining in the unexpired portion of the applicable Maintenance Order Term ("Early Termination Fee") terminated pursuant to this Section 10.3. 10.4 Company Responsibilities: 10.4.1 Company shall maintain the items of CPE identified in the applicable Maintenance Order andlor PO. Customer hereby grants Company the exclusive right to maintain such CPE during the term of this Agreement. 10.4.2 Company shall provide, on a commercially reasonable basis, maintenance service on the CPE, as more fully described in Section 10.4.3 ("Maintenance Service"), In performing its maintenance obligation, Company may, in its discretion, seek and obtain the assistance of contractors or the vendors or manufacturers of the CPE maintained hereunder. 10.4.3 Maintenance Service, as defined herein, includes the following: 10.4.3.1 Use commercially reasonable efforts to isolate any problems with the CPE and to provide service within the hours set forth in the applicable Maintenance Order and/or PO following receipt of Customer's notification or Company being made aware that the CPE is inoperative. 10.4.3.2 Investigate trouble reports initiated by Customer and repair or replace, at Company's sole discretion, any of the CPE that fails to meet the manufacturer's published operating specifications for the CPE during the term of this Agreement. 10.4.3.3 Company will use commercially reasonable efforts to respond to Major Failures within two (2) Business Hours (as hereinafter defined) following notification by Customer Contact and within twenty-four (24) hours (excluding weekends and Company observed holidays) of notification by Customer Contact for all other failures. Response by Company outside of Business Hours will be billed at the hourly MAC rates in accordance with Section 11 below. "Business Hours" means the hours of service under the specific Service Plan that Customer selects in the applicable Maintenance Order. 10.4.4 Maintenance Service shall not include or apply to the following: 10.4.4.1 Electrical work external to the CPE or otherwise considered "in-house wiring". 10.4.4.2 Repair or replacement of failed equipment caused by factors outside of the CPE, such as fire, accident, misuse, vandalism, water. lightning, or failure of Customers Installation Site to conform to manufacturer specifications. SHARED TECHNOLOGIES CONFIDENTIAL 5 Master Purchase and Maintenance Agmt 040411 Shared Technologies, the Shared Technologies name and logo are trademarks of Shared Technologies Inc. All rights reserved. 10.4.4.3 Use of the CPE for other than the intended purpose. 10.4.4.4 Repair of damage caused by the maintenance or repairs performed by a person other than a Company employee or person authorized by Company. 10.4.4.5 Supplies, accessories, painting, or refurbishing of the CPE. 10.4.4.6 Relocation, additions, or removal of the CPE, parts, or features not furnished by Company or use of the CPE with other equipment that fails to conform to manufacturer specifications. 10.4.4.7 Power or back-up power to or from the CPE, unless otherwise agreed by the parties in the applicable Maintenance Order. 10.4.4.8 Configuration of software associated with the CPE, unless expressly stated on the Company accepted Maintenance Order. 10.4.4.9 Any network "telco" issues, including without limitation customer network issues (e.g. LANIWAN). 10.4.4.10 Repair of damage caused by problems relating to or residing in the power supply or other circuitry. 10.4.4.11 Any labor or material costs for or necessitated by CPE replacement or the time and expense incurred to procure parts, modules, subassemblies, boards, components, software, and related material, when the Company determines that, due to CPE's age or obsolescence, repair or replacement parts are not readily available, or the CPE is beyond repair. 10.4.5 In the event Customer requests Company to perform any one or more of the activities identified in Section 10.4.4 and Company agrees to do so, Customer will pay Company the applicable MAC charges in accordance with Section 11. Company and its subcontractors will not be responsible or liable for Customer's failure to adequately duplicate or document files or for data or files lost during the course of performance of services hereunder. 10.4.6 Maintenance Services shall not include charges incurred by Company to access the applicable CPE manufacturers technical assistance center ("TAC") if such TAC support is required for Company to perform the Maintenance Services. In the event such TAC support is not provided by the applicable manufacturer to Company at no cost, Company will pass the cost of such TAC support through to Customer, which Customer agrees to pay in accordance with this Agreement. 10.5 Platinum Service Level Guarantee. If, during any month of the Maintenance Order Term identified in the applicable Maintenance Order, Customer is dissatisfied with the Maintenance Services, then Company will credit Customer for the monthly Maintenance Services charge for such month for the affected Customer Premises subject to the following terms and conditions ("Platinum Service Level Guarantee"). If this Agreement covers more than one Customer Premises, Customer is required to specify at which Customer Premises Company failed to meet Customer's expectations, and Customer will receive a credit in an amount equal to the monthly Maintenance Services charge for that specific Customer Premises only. Customer may request the Platinum Service Level Guarantee credit by stating its reasons for its dissatisfaction with the Maintenance Services in writing to Company. The Service Level Guarantee can be requested a maximum of three (3) times per Contract Year under this Agreement. The Platinum Service Level Guarantee is only available for the Maintenance Services provided pursuant to this Agreement. 11, Moves. Adds and Changes. Except as expressly set forth herein, and in addition to the terms and conditions of this Agreement, the following terms and conditions shall apply only to Customer Premises covered by a First Year Hardware Warranty, and/or Maintenance Services under this Agreement: 11.1 In the event Customer desires to: (i) move, add or change the configuration of Customer's Equipment and/or CPE; (ii) bring Customer's Premises in compliance with the specifications identified in the applicable Order Form; or (iii) respond to service requests not otherwise covered by the applicable First Year Hardware Warranty, Software Warranty, and/or Maintenance Services (collectively referred to as "MAC Services"), Customer agrees to pay to Company (a) charges for all materials/parts needed to accomplish the requested work, (b) charges for all labor required to complete the requested work, at Company's then -current hourly rate and subject to Company's standard minimums, and (c) Company's travel charges incurred with the requested work (collectively, "MAC Rates"). Materials and parts will be billed at current list prices at the time such materials/parts are purchased. MAC Rates shall not apply to Software, SRS Service Plans, PASS/PASS+, NEC Software Assurance Plans, Professional Services Plans, Vendor Support Services Plans, or any other third party services. In the event Company incurs charges for accessing the applicable equipment manufacturer's TAC support while performing MAC Services, and such TAC support is not provided by the applicable manufacturer to Company at no cost, Company will pass the cost of such TAC support through to Customer, which Customer agrees to pay in accordance with this Agreement. 11.2 Limited Warranty. For a period of thirty (30) days following Company's completion of the performance of the applicable MAC Services ("MAC Services Warranty Period"), Company warrants that the MAC Services performed pursuant to this Agreement will be performed in a good and workmanlike manner. The limited warranty described in this Section 11.2 does not include efforts to remedy, repair or replace as a result of: (i) accident or neglect; (ii) problems relating to or residing in other hardware, software or services with which the Equipment and/or CPE is used; (iii) use of the Equipment and/or CPE in an environment, in a manner or for a purpose for which it was not designed; (iv) problems relating to or residing in the power supply or other circuitry, except as provided by Company; (v) installation, modification, alteration or repair of the Equipment and/or CPE by anyone other than Company or the manufacturer; and (vi) problems with the unstable condition of the Equipment and/or CPE due to age or obsolescence. Company disclaims any liability, following removal, relocation and reinstallation, for the non -operation or degradation in performance of the Equipment and/or CPE deemed by Company to be in unstable condition. In the event Customer notifies Company within the MAC Services Warranty Period that such MAC Services do not conform to the limited warranty identified in this Section 11,2, Company's entire liability and Customer's sole and exclusive remedy for a breach of this limited warranty shall be that Company will perform such MAC Services again. 12. Time and Material Services; Except as expressly set forth herein, and in addition to the terms and conditions of this Agreement, the following terms and conditions shall apply only to Time and Material Services under this Agreement: 12.1 Time and Material Orders. In the event Customer wishes to purchase Company Services on a time and material basis for a Customer Premises not covered by a First Year Hardware Warranty and/or Maintenance Services, Customer shall execute a Time and Material Order. Upon execution of a Time and Material Order, Company will provide Company Services on the equipment constituting Customer's telephone system (the "System") at such Customer Premises specified by Customer in the applicable Time and Material Order. Customer warrants that it is the owner or licensee of each item of equipment constituting part of the System, including hardware, firmware or software, with respect to which Company will provide Time and Material Services hereunder. 12.2 In the event Customer requests Company to perform Time and Material Services, Customer agrees to pay to Company (i) charges for all materials/parts needed to accomplish the requested work, (ii) charges for all labor required to complete the requested work, at Company's then -current hourly rate and subject to Company's standard minimums, and (iii) Company's travel charges incurred with the requested work (collectively, "T&M Rates"). Materials and parts will be billed at current list prices at the time such materials/parts are purchased. T&M Rates shall not apply to Software, SRS Service Plans, PASS/PASS+, NEC Software Assurance Plans, Professional Services Plans, Vendor Support Services Plans, or any other third party services. In the event Company incurs charges for accessing the applicable equipment manufacturers TAC support while performing Time and Material Services, and such TAC support is not SHARED TECHNOLOGIES CONFIDENTIAL 6 Master Purchase and Maintenance Agrnt 040411 Shared Technologies, the Shared Technologies name and logo are trademarks of Shared Technologies Inc. All rights reserved. provided by the applicable manufacturer to Company at no cost, Company will pass the cost of such TAC support through to Customer, which Customer agrees to pay in accordance with this Agreement. 12.3 Limited Warranty. For a period of thirty (30) days following Company's completion of the performance of the applicable Time and Material Services ("Time and Material Services Warranty Period"), Company warrants that the Time and Material Services will be performed in a good and workmanlike manner. The limited warranty described in this Section 12.3 does not include efforts to remedy, repair or replace as a result of: (i) accident or neglect; (ii) problems relating to or residing in other hardware, software or services with which the System is used; (iii) use of the System in an environment, in a manner or for a purpose for which it was not designed; (iv) problems relating to or residing in the power supply or other circuitry, except as provided by Company; (v) installation, modification, alteration or repair of the System by anyone other than Company or the manufacturer; and (vi) problems with the unstable condition of the System due to age or obsolescence. Company disclaims any liability, following removal, relocation and reinstallation, for the non - operation or degradation in performance of the System deemed by Company to be in unstable condition. In the event Customer notifies Company within the Time and Material Services Warranty Period that such Time and Material Services do not conform to the limited warranty identified in this Section 12.3, Company's entire liability and Customer's sole and exclusive remedy for a breach of this limited warranty shall be that Company will perform such Time and Material Services again. 13. Miscellaneous, 13.1 Subcontracting. Company may subcontract any or all of the work to be performed by and under the terms and conditions of this Agreement. Company will be responsible for the work of such subcontractors and for the fulfillment of the terms and conditions of the Agreement. 13.2 Notices. 13.2.1 Any notices or other communication required to be given to the other party under this Agreement will be given in writing and either (i) delivered in person, (ii) sent by overnight courier service, properly addressed and prepaid, or (iii) sent by United States Postal Service certified or registered mail, return receipt requested, properly addressed and with the correct postage. 13.2.2 Notices to Customer are to be sent to the address set forth on the first page of this Agreement. Notices to Company are to be sent as follows: Shared Technologies Inc., 2425 Gateway Dr., Irving, TX 75063-2753, Attn: Contract Administration, with a copy to: Shared Technologies Inc., 1200 Harger Rd., Ste. 211, Oak Brook, IL 60523-1816, Attn: Legal Dept. 13.2.3 Notices will be deemed delivered and effective (i) the day of delivery if in person, (ii) the day of delivery if sent by courier service or (iii) three (3) business days after the date of mailing. Addresses may be changed by giving written notice in accordance with this Section 13.2. 13.3 Tall Fraud Disclaimer. Company makes no representation or warranty that the Equipment and/or CPE is technically immune from or prevents fraudulent intrusions into and/or unauthorized use of the Equipment and/or CPE (including any interconnection to a long distance network). 13.4 Applicable Law. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Texas without regard to its choice or conflicts of law principles. 13.5 Independent Contractor Status. Company's relationship to Customer in the performance of this Agreement is that of an independent contractor. Nothing contained in this Agreement shall be deemed or construed as creating a partnership, joint venture or fiduciary relationship between Company and Customer. 13.6 Export and Legal Compliance. 13.6.1 Customer acknowledges that certain equipment, software and technical data, which may be provided hereunder, may be subject to export and re-export controls under the U.S. Export Administration Regulations andlor similar regulations of the U.S. or any other country. Customer shall not export or re-export any such equipment, software, technical data or any direct product thereof in violation of any such laws. 13.6.2 Customer shall comply with all laws and regulations, including but not limited to import and customs laws and regulations. 13.7 Liens and Encumbrances. Until the Hardware is paid for in full by Customer to Company„ Customer agrees to keep the Hardware free and clear of any and all claims, liens, security interests and other encumbrances, except as required by Company herein. Any act by the Customer to create a claim, lien, security interest or encumbrance upon the Hardware until such time as Customer has paid to Company the total Project Price for any and all equipment purchased hereunder shall be void. 13.8 Survival. The rights and responsibilities of the parties hereto under the provisions, which by their nature extend beyond any such expiration or termination, shall survive expiration or earlier termination of this Agreement. 13.9 Assignment. Neither party may assign this Agreement or any of its rights hereunder without the prior written consent of the other party, which consent will not be unreasonably withheld or delayed; provided that Company may assign this Agreement, in whole or in part, or any of its rights hereunder to an affiliate or successor without the written consent of or notification to Customer. 13.10 Use of Service Marks. Trademarks and Name. Neither Company nor Customer shall: (i) use any service mark or trademark of the other party; or (ii) refer to the other party in connection with any advertising, promotion, press release or publication unless lt obtains the other party's prior written approval. Under no circumstance shall a party, as a result of this Agreement, obtain any ownership interest or other right in any patents, pending patents applications, trade secrets, copyrights, names, trademarks, tradenames, servicemarks, logos or other intellectual property rights. 13.11 Modifications: Invalidity: Waiver. Except as otherwise provided herein, modification or amendment to this Agreement shall not be valid or effective unless in writing and signed by both parties hereto. The invalidity or non -enforceability of any particular provision of this Agreement shall not affect the other provisions, which shall be valid and enforceable to the fullest extent permitted by law. No waiver of any of the provisions of this Agreement shall be binding unless it is in writing and signed by the party granting the waiver. No waiver shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, and no waiver shall be deemed, or shall constitute, a continuing waiver. 13.12 Entire Agreement. This Agreement and Company accepted Order Forms, PO's, and/or other forms supplied by Company constitute the entire understanding between the parties concerning the subject matter hereof. No prior or contemporaneous representations, expressions, or agreements, either written or oral, or any handwritten modifications, any course of dealing, usage of trade or course of performance under this or other agreements shall alter the terms of this Agreement. SHARED TECHNOLOGIES CONFIDENTIAL 7 Master Purchase and Maintenance Agmt 040411 Shared Technologies, the Shared Technologies name and logo are trademarks of Shared Technologies Inc. All rights reserved. Resolution No. 2011-RO211 SCHEDULE 1 SH piD April 12, 2011 T�Hf3Dt"DGlii City of Lubbock TX 916 Texas Avenue Lubbock, TX 79401 Mary Waillsh RFP: 11-9996-DT 210-497-4700 Call Records Reporting Software & Avaya Subscriber Manager Total Investment $ 47, 669.17 Site Address: 916 Texas Avenue, Lubbock, TX 79401 Bill to Address: Accounts Payable, P. O. Box 2000, Lubbock, TX 79457 3 1000E: (Release 6.0) Hardware/Software 2 NO140428 64MB Compact Flash with built-in PCMCIA Holder (blank) 1 NTDU0606E6 IP D/B RJ45 Mate to Mate Ethernet Cable (25cm) 1 NTHU62AC CPPM Signaling Server (Chassis or Cabinet) - Release 6 CPPM Signaling Server Software on Compact Flash - Release 6.0 with NTM44057E6 that includes software install files, software, PEPS, blank backup 1 NTM427ACE6 2G8 Compact Flash Subscriber Manager (SM) 50 Accounts Electronic Authorization License 4 NTHU69AA Expansion for CS 1000 Release 6.0 Subscriber Manager (SM) 250 Accounts Electronic Authorization License 2 NTHU695A Expansion for CS 1000 Release 6.0 Subscriber Manager (SM) 1000 Accounts Electronic Authorization License 1 NTHU69CA Expansion for CS 1000 Release 6.0 4 NO119574 CAT 5 Patch Cord, 25 Feet, RJ-45 Plugs Wired 1-1, 2-2 ISI Infortel 1 013025 ISI Infortel Select 2500 Software with up to 5 Data Sources 1 011429 ISI Infortel Select Avaya DBA Toolkit 4 210020 ISI 32MB (up to 400,000 calls) Scannex Buffer Box Ancillary Equipment (Server for ISI Infortel) 1 DP-R3030-HP-G6 Datapulse Server Rack Server HP ProLiant DL320 G6 Performance Server -Rack Mountable -1 U -1-way -1 x Xeon E5630/2.53GHz - RAM 6GB - SAS - Hot Swap 3.5' - No HDD - ATI ES1000 - Gigabit Ethernet - Monitor - HP Midline Hard Drive -160GB - Hot Swap - 2.5" SFF - SATA-300 - 720 rpm; HP Slim DVD-ROM Drive - Disk Drive - DVD-ROM - Serial ATA - Internal - 5.25"; Microsoft Windows Serer 2008 R2 Standard License -1 Server - MOLP; Open Business - Single Language; Microsoft Windows 2008 License -1 user CAL - MOLP; Open Business - Single Language; Tripp Lite NetDirector Console KVM Switch with 17' LCD KVM Switch - PS/2 - 8 Ports -1 Local User -1 U - Rack Mountable- Stackable; Tripp Lite Keyboard/Video/Mouse (KVM) Cable - 6 Pin PS/2, HD-15 (M) - HDA 5 (M) -10 Ft. ISI On -Site Installation (Professional Services) 1 013225 ISI On -Site Installation and Training (4 Days - Single Trip) $ 75.75 $ 151.50 $ 59.51 $ 59.51 $ 2,726.82 $ 2,726.82 $ 152.31 $ 649.24 $ 568.09 $ 1,136.18 $ 1,947.73 $ 1,947.73 $ 22.72 $ 90.88 $ 6,343,18 $ 6,343.18 $ 990.03 $ 3,960.12 $ 7,391.67 $ 7,391.67 $ 4,726,29 $ 4,726,29 ISI Infortel Software/Hardware Total $ 17,694.97 ISI Professional Services Installation $ 4.726.29 STI Installation Labor (ISI Labor Assist and Subscriber Manager) $ 6,671.75 Shipping & Handling (Standard) Included Warranty (Standard) Included Software, Hardware, Installation Total $ 35,854.87 3 91105 ISI Infortel Select 2500 Software Annual Support with up to 5 data sources with $ 9,000,00 $ 3,000.00 SSS (Multi -Year Support Agreement Paid Annually in Advance - 3 Years) 1 3 41001 ISI One Year Rate Table Subscription (2 updates per year) (included with support $ - $ agreement) 4 51418 ISI Buffer Box Hardware Support - 4 Units ($ 246.25 per Unit Annually) (Multi- $ 2,814.30 $ 938.10 Year %ir Advance — 3 Years Annual ISI Support Price $3,938.10 ISI Support Price (3 Year Agreement - Paid Annually In Advance) $ 11,814.30 Total Protect Price $ 47,669.17 NOTES. Please reference Statement of Work for project details. Payment Terms for this Sale: 25% upon Contract Execution / 65% upon Delivery / 10% upon Cutover This quote will be valid for a period of 45 days following the date of this Schedule t, thereafter, this quote will no longer be of any force and effect All charges Identified herein are exclusive of federal, state and local sales, use, excise, uBllty and gross receipts taxes, other similar tax -like charges, and tax -related surcharges, which Customer agrees to pay. This quote Is subject to ail terms and conditions of a MasterAgreemer;4 In effect; or otherwise entered into by, Customer and Shared Technologies. This quote contains confldential and proprietary Information of Shared Technologies Inc.. Any Information contained herein may not be disclosed, duplicate4 or reproduced, in whole or In part, to any third party except the recipient hfendfled herein without the prior written consent of Shared Technologies Inc K 13.13 Signature Authorization. The parties have duly executed and agreed to be bound by this Agreement as evidenced by the signatures of their authorized representatives below. Each party represents and warrants to the other that the signatory identified beneath its name has full authority to execute this Agreement on its behalf. Additionally, in the event Company does not receive an executed original Agreement, Order Form, or other form supplied by Company within sixty (60) days after Company's receipt of a facsimile copy containing an original Customer signature, Company may countersign such facsimile copy and such document shall be deemed binding and enforceable. Authorized Customer Acceptance May 10, 2011 Date TOM MARTIN Typed or Printed Name Mayor ATTEST: D -5K Rebe ca Garza, City Secreta APPROVED AS TO CONTENT: Mark earw d, Assistant City Manager Chief Information Officer AFP S TO FORM: Chad Weaver, Assistant City Attorney Shared Technologies 0C., on behalf of itself and its U.S. based subsidiaries, affiliates and successors (collectively referred to herein as "Co mpan "), Authorized Signature Date Typed or Printed Name Title SHARED TECHNOLOGIES CONFIDENTIAL 8 Master Purchase and Maintenance Agmt 040411 Shared Technologies, the Shared Technologies name and logo are trademarks of Shared Technologies Inc. All rights reserved.