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Home My WebLink AboutContract 53733 City Secretary Contract No. 53-7 33 FORT WORTHOf. c� to VENDOR SERVICES AGREEMENT (Information Technology) This Vendor Services Agreement("Agreement") is made and entered into by and between the City of Fort Worth, a Texas home-rule municipal corporation (the "City" or "Client") and Agility Communications Group, LLC, a Texas limited liability company ("Vendor"). City and Vendor are each individually referred to herein as a"party" and collectively referred to as the"parties."The term "Vendor" shall include Vendor, its officers, agents, employees, representatives, contractors or subcontractors. The term "City" shall include its officers, employees, agents, and representatives. CONTRACT DOCUMENTS: The Contract documents shall include the following: l. This Vendor Services Agreement; 2. Exhibit A—Statement Of Work; 3. Exhibit B—Payment Schedule; 4. Exhibit C Network Access Agreement; and 5. Exhibit D— Signature Verification Form. All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In the event of any conflict between the documents,the terms and conditions of this Agreement shall control. The term "Vendor" or "Contractor" shall include the Vendor or Contractor, and its officers, agents, employees, representatives, servants, contractors or subcontractors. The term "City"shall include its officers, employees, agents, and representatives. 1. Scope of Services. Vendor hereby agrees, with good faith and due diligence, to provide the City with maintenance,support,monitoring,upgrade of the AVAYA phone system, and implementation of the Vuesion Contact Center Suite. Specifically,Vendor will perform all duties outlined and described in the Statement Of Work, which is attached hereto as Exhibit"A" and incorporated herein for all purposes, and further referred to herein as the "Services." Vendor shall perform the Services in accordance with standards in the industry for the same or similar services. In addition,Vendor shall perform the Services in accordance with all applicable federal, state, and local laws, rules, and regulations. If there is any conflict between this Agreement and Exhibit A,the terms and conditions of this Agreement shall control. 2. Term. This Agreement shall commence upon the date signed by the Assistant City Manager below ("Effective Date") and shall expire no later than March 31, 2021 ("Expiration Date"), unless terminated earlier in accordance with the provisions of this Agreement or otherwise extended by the parties. This Agreement may be renewed for four one-year renewals at the City's option, each a"Renewal Term." The City shall provide Vendor with written notice of its intent to renew at least this t 3 y r'r � ,, RECORD Vendor Services Agreement—Technology(Rev. 8/19) Cow SKK 1ro City Secretary Contract No. end of each term. $551151ao.00 3. Compensation. City hall pay Vendor an amount not to exceed five hundred fifty-one thousand, five hundred sixty dollars ($J44,4464-W-)for the first year, and one hundred ninety-six thousand, one hundred ninety dollars ($196,190)for each additional renewal term in accordance with the provisions of this Agreement and Exhibit `B," Payment Schedule, which is attached hereto and incorporated herein for all purposes. Vendor shall not perform any additional services for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. City agrees to pay all invoices of Vendor within thirty (30) days of receipt of such invoice. 4. Termination, 4.1. Convenience. Either the City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. 4.2. Breach. If either party commits a material breach of this Agreement, the non- breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach ten(10) calendar days after receipt of notice from the non-breaching party,or other time frame as agreed to by the parties. If the breaching party fails to cure the breach within the stated period of time, the non-breaching party may, in its sole discretion, and without prejudice to any other right under this Agreement, law, or equity, immediately terminate this Agreement by giving written notice to the breaching party. 4.3. FiscaI Funding Out.In the event no funds or insufficient funds are appropriated by the City in airy fiscal period for any payments due hereunder, the City will notify Vendor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever,except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4A. Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date,the City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Vendor shall provide the City with copies of all completed or partially completed documents prepared under this Agreement.In the event Vendor has received access to City information or data as a requirement to perform services hereunder, Vendor shall return all City provided data to the City in a machine readable format or other format deemed acceptable to the City. 5. Disclosure of Conflicts and Confidential Information. 5.1. Disclosure of Conflicts.Vendor hereby warrants to the City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement.In the event that any conflicts of interest arise after the Effective Date of this Agreement,Vendor hereby agrees immediately to make full disclosure to the City in writing. 5.2. Confidential Information. The City acknowledges that Vendor may use products, materials, or methodologies proprietary to Vendor. The City agrees that Vendor's provision of services under this Agreement shall not be grounds for the City to have or obtain any rights in such Vendor Services Agreement—Technology(Rev. 8/19) Page 2 of 19 City Secretary Contract No. proprietary products, materials, or methodologies unless the parties have executed a separate written agreement with respect thereto. Vendor, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by the City ("City Information") as confidential and shall not disclose any such information to a third party without the prior written approval of the City. 5.3. Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subjectto disclosure underthe Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting to disclosure.A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.4. Unauthorized Access.Vendor shall store and maintain City Information in a secure mamier and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way.Vendor shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised, in which event, Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with the City in identifying what information has been accessed by unauthorized means and shall fully cooperate with the City to protect such information from further unauthorized disclosure. 6. Right to Audit. 6.1. Vendor agrees that the City shall, until the expiration of three (3) years after final payment under this Agreement, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the Vendor involving transactions relating to this Agreement at no additional cost to the City. Vendor agrees that the City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Vendor not less than 10 days written notice of any intended audits. 6.2. Vendor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until expiration of three(3) years after final payment of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, documents,papers and records of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor not less than 10 days written notice of any intended audits. 7. Independent Contractor. It is expressly understood and agreed that Vendor shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent,representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. Vendor acknowledges that the doctrine of respondent superior shall not apply as between the City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, ,servants, contractors and subcontractors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that the City shall in Vendor Services Agreement—Technology(Rev. 8/I9) Page 3 of 19 City Secretary Contract No. no way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants, employees or subcontractors of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subcontractors of Vendor shall be entitled to any employment benefits from the City. Vendor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subcontractors. 8. LIABILITY AND INDEMNIFICATION. 8.1. LIABILITY - VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,WHETHER REAL OR ASSERTED,TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR,ITS OFFICERS,AGENTS, SERVANTS OR EMPLOYEES. 8.2. INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS, AND ANY RESULTING LOST PROFITS) PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,TO THE EXTENT CAUSED BY THE ACTS OR OMISSIONS OF VENDOR, ITS OFFICERS, AGENTS, SUBCONTRACTORS,SERVANTS OR EMPLOYEES. 8.3. INTELLECTUAL PROPERTY INFRINGEMENT. 8.3.1. The Vendor warrants that all Deliverables, or any part thereof, furnished hereunder, including but not limited to: programs, documentation, software,analyses,applications,methods,ways,and processes(in this Section 8C each individually referred to as a"Deliverable"and collectively as the "Deliverables,") do not infringe upon or violate any patent,copyrights,trademarks,service marks,trade secrets, or any intellectual property rights or other third party proprietary rights, in the performance of services under this Agreement. 8.3.2. Vendor shall be liable and responsible for any and all claims made against the City for infringement of any patent, copyright, trademark,service mark, trade secret, or other intellectual property rights by the use of or supplying of any Deliverable(s)in the course of performance or completion of,or in any way connected with providing the services, or the City's continued use of the Deliverable(s) hereunder. 8.3.3. Vendor agrees to indemnify, defend,settle,or pay, at its own cost and expense, including the payment of attorney's fees, any claim or action against the City for infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual property right arising from City's use of the Deliverable(s), or any part thereof, in accordance with this Agreement, it being understood that this agreement to indemnify, defend, settle or pay shall not apply if the City modifies or misuses the Deliverable(s). So long as Vendor bears the cast and Vendor Services Agreement—Technology(Rev. 8/19) Page 4 of 19 City Secretary Contract No. expense of payment for claims or actions against the City pursuant to this section 8, Vendor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason,assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under this Agreement, the City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however,Vendor shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing,the City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify the City under this Agreement. If the Deliverable(s),or any part thereof,is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the Deliverable(s) to make them/it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the Deliverable(s); or(c)replace the Deliverable(s)with equally suitable,compatible,and functionally equivalent non-infringing Deliverable(s) at no additional charge to City; or(d)if none of the foregoing alternatives is reasonably available to Vendor,terminate this Agreement, and refund all amounts paid to Vendor by the City, subsequent to which termination City may seek any and all remedies available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN SECTION 10 OF THIS AGREEMENT. 8.4. Data Breach. Vendor further agrees that it will monitor and test its data safeguards from time to time, and further agrees to adjust its data safeguards from time to time in light of relevant circumstances or the results of any relevant testing or monitoring. If Vendor suspects or becomes aware of any unauthorized access to any financial or personal identifiable information ("Personal Data") by any unauthorized person or third party, or becomes aware of any other security breach relating to Personal Data held or stored by Vendor under this Agreement or in connection with the performance of any services performed under this Agreement or any Statement(s)of Work("Data Breach"),Vendor shall immediately notify City in writing and shall fully cooperate with City at Vendor's expense to prevent or stop such Data Breach. In the event of such Data Breach,Vendor shall fully and immediately comply with applicable laws,and shall take the appropriate steps to remedy such Data Breach.Vendor will defend,indemnify and hold City,its Affiliates, and their respective officers,directors,employees and agents,harmless from and against any and all claims,suits, causes of action,liability,loss,costs and damages,including reasonable attorney fees,arising out of or relating to any third party claim arising from breach by Vendor of its obligations contained in this Section,except to the extent resulting from the acts or omissions of City.All Personal Data to which Vendor has access under this Agreement,as between Vendor and City, will remain the property of City. City hereby consents to the use,processing and/or disclosure of Personal Data only for the purposes described herein and to the extent such use or processing is necessary for Vendor to carry out its duties and responsibilities under this Agreement, any applicable Statement(s) of Work, or as required by law.Vendor will not Vendor Services Agreement—Technology(Rev. 8/19) Page 5 of 19 City Secretary Contract No. transfer Personal Data to third parties other than through its underlying network provider to perform its obligations under this Agreement, unless authorized in writing by City. Vendor's obligation to defend,hold harmless and indemnify City shall remain in full effect if the Data Breach is the result of the actions of a third party.All Personal Data delivered to Vendor shall be stored in the United States or other jurisdictions approved by City in writing and shall not be transferred to any other countries or jurisdictions without the prior written consent of City. 9. Assignment and Subcontracting. 9.1. Vendor shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City. If the City grants consent to an assignment, the assignee shall execute a written agreement with the City and the Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.The Vendor and assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Vendor referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Vendor under this Agreement as such duties and obligations may apply. The Vendor shall provide the City with a fully executed copy of any such subcontract. 10 Insurance. 10.1. The Vendor shall carry the following insurance coverage with a company that is licensed to do business in Texas or otherwise approved by the City: 10.1.1. Commercial General Liability: 10.1.1.1. Combined limit of not less than $2,000,000 per occurrence; $4,000,000 aggregate; or 10.1.1.2. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow-form provision and shall include coverage for personal and advertising injury. 10.1.1.3. Defense costs shall be outside the limits of liability. 10.1.2. Automobile Liability Insurance covering any vehicle used in providing services under this Agreement, including owned, non-owned, or hired vehicles, with a combined limit of not less than$1,000,000 per occurrence. 10.1.3. Professional Liability(Errors & Omissions) in the amount of$1,000,000 per claim and$1,000,000 aggregate limit. 1.0.1.4. Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount required by statute. 10.1.5. Technology Liability(Errors & Omissions) 10.1.5.1. Combined limit of not less than $2,000,000 per Vendor Services Agreement—Technology(Rev. S/l 9) .Page 6 of 19 City Secretary Contract No. occurrence; $4million aggregate or 10.1.5.2. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow-form provision and shall include coverage for personal and advertising injury. The umbrella policy shall cover amounts for any claims not covered by the primary Technology Liability policy. Defense costs shall be outside the limits of liability. 10.1.5.3. Coverage shall include, but not be Limited to, the following: 1.0.1.5.3.1. Failure to prevent unauthorized access; 10.1.5.3.2. Unauthorized disclosure of information; 10.1.5.3.3. Implantation of malicious code or computer virus; 10.1.5.3A. Fraud, Dishonest or Intentional Acts with final adjudication language; 10.1.5.3.5. Intellectual Property Infringement coverage, specifically including coverage for intellectual property infringement claims and for indemnification and legal defense of any claims of intellectual property infringement, including infringement of patent, copyright, trade marls or trade secret, brought against the City for use of Deliverables, Software or Services provided by Vendor under this Agreement; 10.1.5.3.6. Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, a separate policy specific to Technology E&O, or an umbrella policy that picks up coverage after primary coverage is exhausted. Either is acceptable if coverage meets all other requirements. Technology coverage shall be written to indicate that legal costs and fees are considered outside of the policy limits and shall not erode Iimits of Iiability. Any deductible will be the sole responsibility of the Vendor and may not exceed $50,000 without the written approval of the City. Coverage shall be claims-made, with a retroactive or prior acts date that is on or before the effective date of this Agreement. Coverage shall be maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance, or a full copy of the policy if requested, shall be submitted to the City to evidence coverage; and 10.1.5.3.7. Any other insurance as reasonably requested by City. 10.2. General Insurance Requirements: Vendor Services Agreement—TechnoIogy(Rev. 8/19) Page 7 of 19 City Secretary Contract No. 10.2.1. All applicable policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. 10.2.2. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. 10.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten(I0) days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. 10.2.4. The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. 10.2.5. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. 10.2.6. Certificates of Insurance evidencing that the Vendor has obtained all required insurance shall be delivered to and approved by the City's Risk Management Division prior to execution of this Agreement. IL Compliance with Laws,Ordinances,Rules and Regulations. Vendor agrees to comply with all applicable federal, state and local laws, ordinances,rules and regulations. If the City notifies Vendor of arty violation of such Iaws, ordinances, rules or regulations, Vendor shall immediately desist from and correct the violation. 12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, subcontractors and successors in interest,as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. if any claim arises from an alleged violation of this non-discrimination covenant by Vendor, its personal representatives, assigns, subcontractors or successors in interest,Vendor agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 13. Notices. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or(3)received by the other party by United States Mail, registered, return receipt requested, addressed as follows: TO THE CITY: TO VENDOR: City of Fort Worth Agility Communications Group, LLC Attn:Assistant City Manager Attn: Amy Reeves 200 Texas Street 120 E. FM 544 Suite 72 PMB 349 Fort Worth TX 76102 Murphy,Texas 75094 Vendor Services Agreement--Technology(Rev. 8/19) -Page 8 of 19 City Secretary Contract No. With Copy to the City Attorney at same address 14. Solicitation of Employ. Neither the City nor Vendor shall, during the term of this Agreement and additionally for a period of one year after its termination,solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement,without the prior written consent of the person's employer.This provision shall not apply to an employee who responds to a general solicitation or advertisement of employment by either party. 15. Govermmental Powers. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. 16. No Waiver. The failure of the City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governing Law and Venue. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of this Agreement,venue for such action shall lie in state courts located in Tarrant County,Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. Sev_erability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. Force Majeure. The City and Vendor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeure), including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 20. Headings Not Controlling. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto. 22. Amendments. No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in a written instrument, and duly executed by an authorized representative of each party. 23. Entirety of Agreement. This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Vendor, their assigns and successors in interest, as to the matters contained herein.Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with Vendor Services Agreement Technology(Rev. 8/19) Page 9 of 19 City Secretary Contract No. any provision of this Agreement. 24. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original,but all such counterparts shall together constitute one and the same instrument.An executed Agreement,modification,amendment,or separate signature page shall constitute a duplicate if it is transmitted through electronic means, such as fax or e-mail, and reflects the signing of the document by any party. Duplicates are valid and binding even if an original paper document bearing each party's original signature is not delivered. 25. Warranty of Services. Vendor warrants that its services will be of a professional quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's option, Vendor shall either(a) use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty, or(b) refund the fees paid by the City to Vendor for the nonconforming services. 26. Milestone Acceptance. Vendor shall verify the quality of each deliverable before submitting it to the City for review and approval. The City will review all deliverables to determine their acceptability and signify acceptance by execution of the Milestone Acceptance Form, which is attached hereto as Exhibit"C."If the City rejects the submission, it will notify the Vendor in writing as soon as the determination is made listing the specific reasons for rejection. The Vendor shall have ten (10) days to correct any deficiencies and resubmit the corrected deliverable. Payment to the Vendor shall not be authorized unless the City accepts the deliverable in writing in the form attached. The City's acceptance will not be unreasonably withheld. 27. Network Access. 27.1. City Network Access. If Vendor, and/or any of its employees, officers, agents, servants or subcontractors(for purposes of this section"Vendor Personnel"),requires access to the City's computer network in order to provide the services herein,Vendor shall execute and comply with the Network Access Agreement which is attached hereto as Exhibit "D" and incorporated herein for all purposes. 27.2. Federal Law Enforcement Database Access. If Vendor, or any Vendor Personnel, requires access to any federal law enforcement database or any federal criminal history record information system, including but not Iimited to Fingerprint Identification Records System ("FIRS"),Interstate Identification Index System("III System"),National Crime Information Center ("NCIC") of National Fingerprint File ("NFF"), or Texas Law Enforcement Telecommunications Systems ("TLETS"), that is governed by and/or defined in Title 28, Code of Federal Regulations Part 20 ("CFR Part 20"), for the purpose of providing services for the administration of criminal justice as defined therein on behalf of the City or the Fort Worth Police Department, under this Agreement, Vendor shall comply with the Criminal Justice Information Services Security Policy and CFR Part 20, as amended, and shall separately execute the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum.No changes,modifications,alterations, or amendments shall be made to the Security Addendum. The document must be executed as is, and as approved by the Texas Department of Public Safety and the United States Attorney General. 29. Immigration Nationality A. Vendor shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (1-9). Upon request by City, Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Vendor Services Agreement—Technology(Rev. 8/19) Page 10 of 19 City Secretary Contract No. Agreement. Vendor shall adhere to all federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 29. Informal Dispute Resolution. Except in the event of termination pursuant to Section 4.2, if either City or Vendor has a claim, dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall commence the resolution process and make a good faith effort, either through email,mail,phone conference,in person meetings,or other reasonable means to resolve any claim,dispute,breach or other matter in question that may arise out of, or in connection with this.Agreement. If the parties fail to resolve the dispute within sixty(60)days of the date of receipt of the notice of the dispute,then the parties may submit the matter to non-binding mediation in Tarrant County,Texas,upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration.Association or other applicable rules governing mediation then in effect.The mediator shall be agreed to by the parties.Each party shall be liable for its own expenses, including attorney's fees; however, the parties shall share equally in the costs of the mediation. If the parties cannot resolve the dispute through mediation,then either party shall have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute resolution process,the parties agree to continue without delay all of their respective duties and obligations under this Agreement not affected by the dispute. Either party may, before or during the exercise of the informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests. 30. No Boycott of Israel. if Vendor has fewer than 10 employees or the Agreement is for less than $100,000,this section does not apply. Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 31. Reporting Requirements. 31.1. For purposes of this section,the words below shall have the following meaning: 31.1.1. Child shall mean a person under the age of 18 years of age. 31.1.2. Childpornography means an image of a child engaging in sexual conduct or sexual performance as defined by Section 43.25 of the Texas Penal Code. 31.1.3. Computer means an electronic, magnetic, optical, electrochemical, or other high-speed data processing device that performs logical, arithmetic, or memory Vendor Services Agreement—Technology(Rev. 8/19) Page 11 of 19 City Secretary Contract No. functions by the manipulations of electronic or magnetic impulses and includes all input, output,processing, storage, or communication facilities that are connected or related to the device. 31.1.4. Computer technician means an individual who, in the course and scope of employment or business, installs, repairs, or otherwise services a computer for a fee. This shall include installation of software, hardware, and maintenance services. 31.2. Reporting;Requirement. If Vendor meets the definition of Computer Technician as defined herein, and while providing services pursuant to this Agreement, views an image on a computer that is or appears to be child pornography,Vendor shall immediately report the discovery of the image to the City and to a local or state law enforcement agency or the Cyber Tip Line at the National Center for Missing and Exploited Children.The report must include the name and address of the owner or person claiming a right to possession of the computer, if known, and as perinitted by law. Failure by Vendor to make the report required herein may result in criminal and/or civil penalties. 32. Signature Authority. The person signing this agreement hereby warrants that he/she has the legal authority to execute this agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement, and any amendment(s) hereto, may be executed by any authorized representative of Vendor whose name, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit "E" and incorporate herein by reference. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 33. Survival of Provisions. The parties'duties and obligations pursuant to Section 4.4(Duties and Obligations), 5 (Disclosure of Conflicts and Confidential Information), Section 6 (Right to Audit),and Section 8 (Liability and Indemnification)shall survive termination of this Agreement. (signature page follows) Vendor Services Agreement—Technology(Rev. 8/I9) Page 12 of 19 City Secretary Contract No. ACCEPTED AND AGREED: CITY: City of Fort Worth Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all By: performance and reporting requirements. Name: Diana Title: Assistant City Manager Date: — By: Name: Verlon Plunk Approval Recommended: 'Title: JI'Manager,Water Department Approved as to Form and Legality: By: Na . h ' H e Title Direct r,;at Department By: Name: ohn B. stroaig Attest: Title: Assistant City Attorney Contract Aut rization: �: M&C: _DLzyo By: .�' � a0 Name: M ry Kayse .'� �'IC3 [a95' Cq(3aO Title: City Secretary 00 VENDOR. Agility Communications Group,LLC By: Name: Atny Reeves Title: Controller Date: 03.26.2020 UM RECORD �� SECTAR City Secretary Contract No. EXHIBIT A SCOPE OF SERVICES Vendor Services Agreement—Technology—Exhibit A Page 14 of 19 i COMMUNICATIONS GROUP Why AGILITY? COMMUNICATIONS GROUP QUICK NIMBLE ha cdmtanlly clanging lye ntaxlrrtlxe you r IndveAry,We ruxR.nLrtys I compallttve happen!aster ter❑us mnvatthge by clients and react quictly la ptwfurrrg yoq W1Rt rneel yaurcomR1h)�s the speed to Tuive lewornmumcalro s resutli u,u Yeap r7ee❑S you ahead of yotu - enmpeniori ~` �na�.wrencyn! the drghal age. SPEED�, 0 cuKlf�crivlr� ln❑rea�team prosiuctsvfty wilh � rrorkllow-lnlegrated ftelephone znSrtllotd. �[]] h(� �/ ((''tl(� `�C I Connccbvitya 3kfgl rtEHDT TO SO LVF �tld rnobsnnattorom Web, and mohfEe ptatf❑rms rrn msuet W lore yad are,our rgtlanl�ruleieam hrtnyx y❑u stvtft,cuslorutzed satulrorm uWl Improvb Your cuslamitr experferce � Pr❑utdeaccuraso3vli❑nsloprntect t your empioyactyandcnist❑mer Ertforrnalion In today's digital age. `i C:nxt.eNerttve aoh.ttin d thal Alru - ixuaexne efficiency and eiiftr[rsale dovmUme. 1 - and rtmrtirtg rhrougtt r J•'' itainmr dlaastM and owagea 2 1- Nimble,otticle and Ready to Solve tar r/alPsalUtio7u AgilityCG.co m I COMMUNICATIONS CROUP Agility Communications Group Advisor Support Coverage Schedule B We are pleased that you have chosen Agility Communications Group for your communication maintenance coverage. Agility Communications Group Advisor Supporf coverage will address your communications systems maintenance needs by providing the following services: Access to our help desk support during coverage hours, which are 7:00 a,m, to 6:00 p.m, central standard time, excluding Agility Corn munic&)tions Group observed holidays. Help bask Support will provide the following services: • Telephone support for questions regarding your communication system components that are covered under maintenance. Troubleshooting and remote diagnosis of system or software faults. Probleiii resolution through remote access of your system, Software maintenance updates/patches deemed necessary to resolve a fault. These updates•or patches are typically service affecting and will result in a temporary outage of the service involved. Therefore, kM will perform these services outside of your no;mai coverage hours at a mutually agreed to time that falls within 6:00 a.m. to 6:Q0•psn: central standard'.time. • Agility CG provides two•upgrades to the OS software. each year• There is no charge to the client for access to these upgrades if implemented by the client. If the upgrades are implemented by Agility Communications Group, the client will be billed a labor charge. Repair or replacement of equipment that is nonfunctional due to hardware failure, Replacement of a failed covered component will be handled in the following manner., Agility CG will provide replacement part at which time it becomes the customer's responsibility to return the defective part to the manufacturer in a time to not exceed 10 business days. If the defective part is not returned to the manufacturer, the customer will be billed for the cost of the part MV.agllity •com 866.401.40-13 Page I of-5 I COMMUNMATIONS GROUP • Any requests for programming changes or redesign services of your covered applications will be billed at current remote help desk support rates. Any changes that have been made to your environment, either by your system administrator orbutside party that cause a fauft in your system will not be covered under maintenance. Examples of this could be, but are not limited to: changes made in software by your administrator that cause the system to not function properly, or Move, Add and Change work performed that causes your system to have a fault. This maintenance does not provide coverage for damage or loss of database records, damage from lightning strikes, natural disasters, power blackouts/brownouts or acts of war.Any damage caused by misuse of your system either intentional or unintentional is also not covered, Onsife services included in your Agility Communications Group provided maintenance coverage are; 4 Dispatch of a local technician to resolve faults that are not able to be cleared by our help desk remotely or for hardware replacement services that are not considered customer instaffable. Software and hai-dware components that are considered customer installabfe are: Reinstallation of software applications on servers or desktops #hat Agility Communications Group is not able to access clue'to fifewall Policies or network fssues at the customer location. Replacement of telephone sets, Unlimited Training for new Systorn Administratfoti personnel after inftigl installation Any remotely installed software or hardware that is not at the primary system location listed as the covered address on your maintenance agreement. Remotely installed software ar hardware that requires onsite sarvica would need to be sent to primary system location, to receive onsite field technician support. Local technicians will be dispatched during the coverage hours of 8:00 a.m, to 5:00 p,m. Monday through Friday Central Standard Time, excluding Agility Communications Group observed holidays. If a field technician is requested onsite to standby in case of support needed for electrical outages, disaster recovery testing, or any other special events that may require this type of service, standard billing rates will apply, www.agilityc.q.com 866.401.4013 Page 2 of 5 i COMMUNICATIONS GROUP Any customer provided servers, printers, headsets, cabling or other equipment not fisted on the maintenance agreement will not be ' covered, Also, enhancements required to the covered product to provide additional functionality are not covered. Network outages caused by Service Provider issues are not covered by your Agility Communications Group fnaintanance agreement. Tho help desk will work with the Service Provider to provide troubleshooting and resolution of your network problem, once you have contacted the involved provider. Should the fault be determined to be caused by a Network Service Provider problem or outage, you will be billed for the support of this outage at current rates. Responso times that gill.9pply to your requests for service under your maintenance agreement will be as follows: • During normal coverage hours, requests for maintenance due to a major outage will be responded to by help desk support within 3 business hours. if the help desk engineer determines the fault cannot be cleared remotely, a field technician will be dispatched to the covered location. if it is cl determined that replacement hardware will be required to ear the major outage, this dispatch will take place when the hardware is scheduled to . arrive-at the covered location. During norrrral coverage hours, requests for maintenance to minor failures will be responded to by help desk support. within 24 hours of receipt of the request, during normal business hours. If it is determined that rep lacern6lit-hardware will be required to. clear the major outage, this dispatch will take place when the hardware is scheduled to arrive at the covered location. The definition of major and m1nor failures is as follows; Major failures are defined as a complete system (phone system outage, or volcemail system) 50% of franks or stations, attendant console or primary telephone number auto attendant completely out of service, • Continual system (phone system and voice mail) restarts are considered major failures. • The inability to process incoming calls to a primary telephone number due to loss of system integration (GT1 link, or networked location outage) is also considered a major failure, a Minor failures are defined as any failure not included in the definition of a major failure. www.agilit cg.com 866.401.4013 Page 3 of 5 AJ - 1 i COMMUNICATIONS GROUP For those systems that support remote access the customer will be required to allow this type of access to service the communication systems_ The following system types support remote access and describe how this capability will be set up: • 1P Office Agility Communications Grnup uses remote control access software from logmein.com that provides fora remote desktop connecflon to your Voice Mail Pro server. Thj,9 requires that a small piece of software be installed one fime on the voice mail server and the server be given access to the internet. This service can be-disabled if the customer chooses, but please note that the help desk will not be able to service your system remotely while the software is disabled. if you should require a different form of remoto access be used to support your system due to security requirements,you will be required to setup and provide that access to Agility Communications Group, This option will be supported at the customer's expense. Typical alternate remote access methods include VPN connections using Windows XP cllenf software and the VPN appliance of your choosing, or a dedicated modem line to the Voice MaH server, d Avaya Ivlagix or Legend systern --These systam types are accessible remotely by an assisted transfer from your operator position_ Avaya Partner system--No remote access supported. a Parts Replaceme?t will be provided for all components listed. Repfacement parts may be new or refurbished, Any consumables such-as tapes;ribbons, labels, removable media, and technical documentation are not covered as part of this maintenance agreement. Customer responsibilities whilo covered under Agility, Cornmunicatiorrs Group are as follows: The customer is required to provide an environmentally sound environmenf for the system operation. This is generally defined by the manufacturer of the system in their technical specification and includes but is not limited to: • Climate controlled environment optimally 50—80 degrees Fahrenheit. Dust and moisture free environment for all operating.components. Dedicated computer grade power receptacle, ® A proper system ground connected to a building grounding source. • An area free of clutter or obstacles that would prevent service accessibility to your systems, www.a.qililYgg.com 1 856. DIA013 Page 4 of 5 i COMMUNICATIONS GROUP y Provide a customer employee contact that is responsible for system related questions or problems, This allows us to insure you are given the appropriate information to manage your communication system's needs. If you change the remote access passwords to your communications systems, please notify Agility Communications Group help desk support in writing at support@agilitycg.com. This will insure that our database is kept current for future support needs, wWw.agilltycq.corn 1866,401.4013 Rage 5 of 5 A)/A Service Agreement Supplement For Avaya Support Advantage Essential and Preferred Support Issue 3.14 Fate July 1, 2018 � 02095 Avaya Inc.Alt Rights Reserved. Avaya and the Avaya logo are trademarks of Avaya Inc.and may be rogMered in certain jurisdictions. All marks identified by T11 0 SM are registered marks of Avaya Inc.' zl\\VA- y/-A . SA Essential and Preferred Support SRS Table of Contents 1- Introduction.......................... 2. .................................................................. Support Advantage Coverage Options..................... 3. Essential Support Coverage r A. 4 Remote Software and Hardware Support................ i B. Web Services..................... 5 , C. Minor Software and firmware Updates and Service Packs.................................... D. Maintenance Software Permissions (MSPs)and DAUMIN 1-ogins....................... E. Support Limitations for Essential Support..................... F. Products Excluded from.the Essential Support coverage Option................... „ . j ........... ...........8 4, Preferred Support Coverage:,.,....., A, Proactive Remote Software and Hardware Support...................... B. Off-Board Alarm Notification................... C. Secure Acceas.Link(SAL)Polfcy,Managor................. D. StAMonraServer.............................. E. Muiti-Vandor collaborative.Support ' ,.,,,.,.,.. 5. Upgrade Advantage........................................ . . ... 9 ....................................... A. Products Requiring Upgrade Advantage Attach ! B, Exclusions from Upgrade Advantage,,,,,,,,,,,,,,,, ............................................. 8. Exclusions from Essential and Preferred Support,,,,,,, , , A, Out of Scope Services Supported W€t1)Maintenance Per Incidem Time and Material(TJM)..............•, 11 13, Additional Exclusions ...................... 7. Responsibility Matrix.................... A. lrnplen`ienfaiian........................'-- •.,.....".....,.,...,..,....,.,..,.....,,...,.,..,,...,....,,.,..,..,......,...,,,...................,,,,.,.'12 B. Post-Implemontatfon Support....................................`,,.,,,, 12 8: Generaf................................... A. Billing and Contract Start f7ato.................... B, True Up...... ... ..-.�. .......... ..................................................... C, Renewal of Coverage_...........___........ ll, Re-initiatlon of 1_apsed Coverage •, E. Certification.............................. F. Coverage Required for Software on a Single Application or Application Bundle,,,,,,•,,,,,,,,,,,,,,,,, G. Coverage Required forAvaya Integrated solutions,,,,•,.. H. Coverage Required ferAvaya Independent Products or Applications at Same S€te.................... .. 18 I. COVorage on I..Ifetime Warranty Products............ J. Dedlcatod Access................. ...... . ........ ....... 18 K Termination of Support.,........................ . ...................................................................98 L. Extended Services Support.................................,.....,..,,.,..;..........-.....,,.,,., ,..,,,................,..,.,.,,.......,,,,,,.19 Avaya Proprietary page 2 or22 Version 3A1 (July 9,2(J-18) i I I i • AVAYA 5A Essential and preferred Support SAS Appendix A: Definitions....................................................................... Unauthorized Map'product............. 22 f i ! 3 Avaya Proprietary Page 3 of 27 Version 3.14(July 1,20 8) I i M Essential and Preferred Support SAS 1.IntrodUGtion This Service Description deaoribes the Avaya Support Advantage Essential and Preferred Support services for eligible Supported Products and supomades all prior descriptions or contract supplements relating to such r support. When a translated version of this document conflicts with the English version, the English version will take precedence. This document Is an attachmant to the End Customer's Commercial Agreement with Avaya, and shall serve as the Service Description with respect to such support offering. In the event of a conflict between this Service Description and the End Customer's Commercial Agreement with Avaya, the terms and conditions of the End Customer's Commercial Agreement will control, In the event that art Avaya authorized reseller, distributor,systems integrator or service provider Is purchasing support coverage for the.End Customer, Avaya will provide the support specified herein to the End Customer. 2,Support Advantage Coverage Options Two covarage options are included within this Service Description for Avaya software and hardware products ("supported Products"): . Essential Support . Preferred Support The coverage option,supported Product, and name of the End Customer will be included on the applicable order or associated quote sheet, The Avaya support obligations are expressly conditional upon the Supported Products; Being properly installed per Avaya product specification. • Not being subject to unusual mechanical stress or unusual electrical or environmental conditiona. • Not being strhject to misuse,accident or disaster including,without limitation,fire, flood, water,wind, lightning, or other acts of God, 3YEssential Support Coverage Essential Support coverage provides reactive remote Support for all eligible Supported Products and is the minimum coverage required,whore available, to receive Avaya support on those eligible Supported Products. Essential Support is npf offered as an Option foranySupported Products with a KajorRelease launching on or after August 10, 2016. Essential Supporfis not offered as an option forany Supported Products licensed as a Suhscriptfon. A, Remote software and Hardware Support The;find Customer has 24x7 around-the-clock access to an Avaya Service Center via the website Otip_Ifsupport.aya a•comi)or telephone to request software and(where applicable)hardwaro support. i Avaya may require that only Avaya-authorized End Customer contacts are eligible to request support, verify the identity of End Customer contacts requesting support and limit the number of authorized contacts. Avaya's remote support, including all electronic ark d telephone communications, is provided in the English t language. For all Supported Products under Essential Support,Avaya will use commercially reasonable efforts to i commence support on the End Customer's request for remote support according to the following table. I i Avaya Proprietary Page A of22 Version 1lil(Juty 1,2018) ' � 3 r 1 E AVA Y • 5A Essential and Preferred Support SAS Outage* Sovero Business Busfness Impact& impact* ton-Service Impact* Requests submitted via websito Within one(1)hour Within two (2)hours Within Standard Buslness Hours Bequests submitted via telephone Within one(1)hour Within two(2)hours Next Business Day "Severity/evets ane defined in Appendix A T B. Web Services The End Customer has access to web-based sorvices available of ht_ [p:/Isupport.ayaya corn, t7atalfed instructions for access and use of each web service are posted an the support website.Avaya may require that only Avaya-�authorfzed End Customer contacts are eligible to access the support website and may also lfniit the number ofauthorizod contacts. Ava a E-Notlflcatfons--Register and receive proactive notifications via email anytime new and modified Product documentation and downloads are posted on the support wobsite.These announcements include Product Gort'ootion Mtices,Security Advisories, Erid of Sale Notices,Services Support Notices and User Guides. Ava a SU ort Forums--View, post and reply to web--based conversation threads to discuss Supported I Products(f�tf ;llsu ort.ava a.comlfarums). F Case Status Alerts—Regfsterfor proactive email or text message alerts on the status of an Avaya service request, Diagnostics--Scrlpting technologies used by Avaya Service and Engineering teams to Cnd Customers, 'Chase scripts are based on actual break/fix Service Request'data to enhance resolutfaR and trouble isolation steps, Each script can run diagnostic steps against the product quickly,providing simple green, yellow, and red indicators of po€entfaf trouble areas along with failure logs where a fault was found. i-ieafthCheck-<4ptimlze reliability and performance for the Supported Product by using an on-demand tool to generate a HealthGheck report and review the current configuration parameters. fCnowlodpe Base--Accass Avaya's on-lino knowledge base anduse advanced search engines to find: documentation organized by Supported Product including ail available user guides for product administration and programming, installation,configuration, upgrades and migrations, and general support; software and firmware download instructions;alarm code definitions with instructions on how to dearthe associated alarms;problem descriptions with Instructions for prescribed resolution;and answers for frequen fly-and previously-asked questions. My fie orts--View and create reports for service requests and entitlements across all of the Custorner's Sold To numbers, i Software Gem atibfltt Audit ASGA -.create a report providing the software and firmware versions those same devices, installed on all Gomrnunlcatlon Ma upgrade,able devices as well as the latest versions available for Parts RoplacGment--parts can be ordered via a web request when coverage includes Parts, Service ReguasE crea#ion—Create a web request for support and receive enhanced response, C. Minnt'Software and Firmware. Updates and Service Packs The End Customer has access to product Correction Updates("update")Issued by Avaya,An Update can be a Product Correction Notice,(PGN), minor software or firmware updato or service pack.Avaya wilf notify the End Customer via ht! :Ilsu oa.ava a.com of ahyAvaya-recommended updates, Avaya Proprietary page b of22 ' Version 3,14(July 1,2018) i I A VA A SA Essential and Preferred Support 5A5 Updates will be issued as End Customer,remote or technician installable and with a classification of 1,2,or 3(defined in Appendix A)depending on the product, level of sevority and complexity. Glass'I GIass 2 Class 3 Er installs 1id End Customer instal nd bG tomer lnsfalls End Customer installs GLrst❑m erinstallable Update Remote installable Avaya installs Avaya installs End Customer instals Update Technician installable :End Customer or Avaya End Customer or Avaya End Customer or Avaya Update installs during coverage installs during coverage installs duringg Standard hours when Support hours when Support Business Hours when Advantage Onsite Advantage On-site Support Advantage Onsito Support is purchased Support is purchased Support is purchased • The End Customer must register for Avaya E-•Notifications in order to receive Updates. • The End Customer may contact Avaya at no additional charge with general questions about End Customer installable Updates, At the End Customer's request,Avaya will smote€y perform the installation of an End Customer installabfe Update, subject to the End Customer's express approval of time and material charges using Avaya's then current Maintenance Per Incident rates. Maintenance Per Incident charges also.apply to any End Customer installable Update required to complete an open Avaya service request, Certain Avaya ranote installable Updates may require the insertion of End Customer provided media in a local drive at the Enid Customer's location, and that activity will be the End Customer's responsibility. • System backups are the End Customer's responsibility and Avaya's installation of an Update does not include any system backup, In most circumstances, updating to the€atest Minor Release and/or Update version of a product will be required before appllcation of any additional Updates to address a problem. Support does not Include software or hardware upgrades. If the Update requires a software or hardware upgrade,Avaya will provide the Customer with a separate cost estimate prior to performing any such upgrade. D. Maintenance• Software Perinissions (MSPS) and DADMIN Logins Maintenance Soffwara Pormissions(MSPs)and DADMIN logins are applicable only to ail Avaya Aura@ Communicaffon tNanagor(CM)Releases, including earner versions such as DEi�INITYO, G3V4—R7 and G3V3. { MSPs provide the technological ability to execute certain on demand maintenance commands to a customer i that Is logged into an Avaya PBX system using a usorname and password reserved for customefs (called a "Customer Login"). In this way, MSPs provide support services capabilities used to respond to some alarms and to aid in identifying and resolving problems with a systart. Customers may have access to MSPs, at no charge. One way to request MSPs is through Avaya's MSP Activation page(httt s'Nupporf,ayaya.com/MSPAct€vation). r For all Avaya PBXs sold before May 2008, including CM 4 and earlier releases, both the customer that purchased the P13X and any agent acting on Ito behalf—including an unauthorized maintenance provider (°UMP")or independent service provider("ISP")--may use MSPs at no charge. Avaya Proprietaly Page G of 22 Version 3,14(July I,2018) I� i i f AVAYA SA Essential and Preferred Support SAS Customers that purchased Avaya PBXs since May 2008, including CM 5,0 and later releases, also have access to MSPs at no charge, but such customers might breach their contracts with Avaya by allowing an UMP or ISl (or any other agent that is not authorized by Avaya)to use the on demand maintenance commands enabled by MSPS. The DAWN login was developed for and is licensed only to Avaya's authorized channel partners,subject to customer approval and Avaya authorization. The DADMIN login provides the partner with support services capabilities, DADMIN fogins may be used only by authorized partners in accordance with the applicable Avaya license terms. DADMIN fogins are not,transferable or assignable, and they are not to be provided to customers or any unauthorized third parties. Three other levels of Avaya t_agins also exist—CRAFT, INADS and INIT—but these log€ns are reserved for the excfuslve use of Avaya associates, UM Ps do not have a license or pe(misslon from Avaya to use GRAFT, INADS, HT or DADMIN fogins. For additional information about MSPs or DADMIN fogins,please refer to Avaya's intellectual Property Policy for Customers and Partners. E. Support Limitations foi`Es5entiaT Support • For Supported Products that are not configured in accordance with Avaya documentation,including published guldellnes for technical compatibility and connectivity to non Avaya products,Avaya has the right to restrict its diagnostic and/or corrective procedures to those problems that originate entirely within such Supported Products and do not arise out of, or in connection with, non-documented configurations and/or the Supported Products'interoporation with any other products, Support is limited to unaltered versions of the Supported Products and to probiems that are reproducible in that version of the Supported Product when operating in a standard operating environment('Standard Operating Environment"). o A Standard Operating Environment is one where the covered applications,databases and operating systems have been tested, certified, and documented by Avaya, o If the Supported Product N not being run in a Standard Operating Environment,then Avaya may be delayed in starting work on the service request and add€clonal charges may apply. o In the event that support is requested For a Supported Product that is not being run in a Standard Operating Environment and Avaya requests that it be put in a Standard operating Environment in order to reproduce and diagnose the problem,Avaya wflt not be responsible for the delays caused by such reconfiguration and the End Customer may be responsible for performing such reconfiguration. • in the event-that no trouble is found after puttfng the altered Supported Product into a Standard Operating_ Environment, tho End Customer may be charged time and material charges using Avaya's than current Maintenance Per Incident rates for Avaya's efforts to troubleshoot the problem. • Corrections to certain problems may only be available through a more current release of software or through a documentation update. • Trouble isolation and fault management associated with the installation of Updates will be limited to correcting faults for a Standard Operating Environment, • Support does not cover customized system features or reports created by the End Customer,Avaya ProfessJonaJ Services or other third parties.Any bug fixing or system re-configurations)that Avaya must perform to clear a trouble resulting from the find Customer's configuration changes are not included in the scope of this Service Description. If Avaya determines that a problem is due to the End Customer's ar a third party's application, or configuration changes,or Unauthorized Avaya Product then rosoiution and diagnostic fees may be charged at Avaya's then current Maintenance Per incident rates, • Avaya will not be held responsible for any loss due to the use of its products in a nonstandard operating environment. Avaya f'ropfletwy Page 7 o€22 Version 3.14(Ju;y 11 2018) iNV/NYA-,- SA Essential and Preferred Support SAS F, Products ExcTuded from the Essential Support Coverage Option Some Supported Products have not been designated by Avaya as eligible for Essential Support. These products require Preferred Support. Avaya rosorves the right to add or remove eligible Supported Products at its sole discretion, i Currently,products which are not eligible for Essential Support are: a. All Major Releases of products launching on or after August 10,2015 b. Communications as a Sorvlce(GaaS)solutions,such as UGaaS(Unified Communications as a Service.)and CCaaS (Contact Center as a Service) o• Fabric Networking solutions d. Products licensed as a Subscription 4. Preferred Support Coverage if the End Customerpurchases Preferred Suppot#,coverage includes all of the services included in >G•ssentlal support in addition to the Preferredf Supportservlces described in this section- For all new major soflware releases that become Generally Available beginning with Aura R8,Preferred support/ncludes the upgrade Advaptage entitlements(see Section 5), Por all majorsaftware releases that were Generally Available prior to Aura R8, Upgrade Advantage 145 a separately orderable offel'. Preferred Support coverage provides proactive remote support for ali-oligible Supported Products that offer this capability. A, Aroactive Remote Software and Hardware Support For all Supported Products under Preferred Support,Avaya wN use commercially reasonable efforts to coMmonce support on an End Gustorner request for remote support submitted to an Avaya Service Center via telephone orwobsite according to the following Service Level Objective table. Outage* Severe Business Business impact& Irnpact* Non-Service Impart* Requests submitted N4rithln fiftsan(15) Within#fifteen(15) Within Standard via website minutes minutes Business Hours Requests submitted Within one(1)hour Within two(2)hours I Next Business Clay via telephone *Severity lovels are defined in Appendix A Avaya will provide 24x7 around-the-clack monitoring by Avaya EXPERT SystemsSM Diagnostic_Tools where applicable, to respond to system-generated alarms on Supported Products_ o EXPERT SystemsSM will diagnose and attempt to resolve system-generated alarms. o Minor Alarms not programmatically resolved, but which have a known solution, may result in Identified solution being sent to the End Customer c All other unresolvable alarms without a known solution will be routed to an Avaya Enrdlneer for troubleshooting and diagnostics, in the event of unresolved major 21arms (assig.ned as a Severe Business Impact Servlce Request) detected and referred by EXPERT SystemsSM,Avaya will use commercially reasonable efforts to commence support within two(2)hours. Unresolved minor alarms(assigned as a Business Impact Service bequest)delectod and roforred by EXPERT 5ystomssm will be worked during Standard Business Hours, • The End Customer may register to receive Avaya case status alerts for resolved and unresolved alarms. • The End Customer may use the Manage Alarms tool to block the creation of product alarm cases for a Sold To location and(optional)y)for a specific product that supports this feature. Avaya proprietary Page e of 22 Version 8.14(July 1,2 118) AVAYzA SA Essential and Preferred Support SAS 13. Off-Board Alarm Notification • On Supported Products that are enabled for EXPERT SystemssM technology, Avaya will proactively monitor and detect through EXPERT Systemssm all DS1 and SIP Trunk off-board alarms associated with network facilities and the TCP/IP links associated with Avaya Supported Products that Have AvayafDCIU capabilities. • Subject to End Customer's registration for Avaya case status alerts,Avaya will send electronic notification of off-board alarms to the End Customer. C, Secure Access Link(SAL) Policy Manager The End Customer is entitled to install a SAL Policy Manager that works With the SAL Gateway and may be used to determine and authorizo when and how Avaya will remotely access all Supported Products in the End Customer's network. • The SAL Policy Manager provides the End Customer with a centralized application for the definition, administration,and inclusion of all secure remote access policies that will govern the remote access sessions initiated by Avaya engineers and automated tools through the SAL Gateway. + The End Customer-defined policies are automatically downloaded by the SAL.Gateways. • The SAL Gateways receive and forward alarms and poll Supported Products for remote access connection requests, • SAL may also be used by Avaya for diagnostic troubleshooting and determining if a product is working I in accordance with Avaya's standards,including counterfeit and gray market diversion policies.This may include monitoring system identification hums such as serial number, MAC address, system location or other data for the purpose of determining Whether authentic,approved, and maintenance-- eligible products have been connected to the End Customer's network, The End Customer may access and download the SAL Policy Manager software and installation guide at littpsWo Ids.avaya•corn. Select Downloads and search for"Secure Access Unit", SAL Policy Manager and other Support Tools are subject to license terms. D] SLA MonT1 Server As an entitlement of Preferred support, only on the Avaya Aura CM application, the Customer has access to the SI.A 3MonT"l Server on a licensed basis. . Software that provides diagnostic capabilities for IP telephony troubleshooting and network monitoring, ■ The SLA MonTM Server reduces onsite dispatches and End Customer engagement requirements by giving Avaya and Partner support engineers the ability to emulate sitting next to the End Customer in order to better•understand the problem,avoid false troubleshooting leads, and reproduce the issue down to the individual steps described, ■ All Avaya customers can download, license, and install the server software at no charge for 30 days.A license may be requested and will be granted for any customer with SA Preferred entitlement on their Avaya Aura CM application. • The End Customer may access and download the software and installation guide at hffpalsu�nort,avaya•cornlads, K, Multi-Vendor Collaborative Support As an entitlement of Support Advantage Preferred Support Avaya wit!jointly collaborate and perform traub[e investigation with participating TSANet vendors to diagnose interoperablilly issues with the vandor`6 product, a Avaya Support Engineers will work incoming requests from'TSANet members on behalf of qualified Avaya customers up until the point the issue is identified to be Avaya or TSANet Vendor, likowise Avaya will engage TSANet Vendors on customer's behalf if requested. e if it is an Avaya issue,Avaya Support works to resolution based on the entitlements of Support Advantage Preferred entitlement, if the TSANaf Vendor takes ownership,Avaya closes the service request with customer concurrence, Avaya Proprietary Page 9 of 22 Verdun 3J4(Juty 1,2018) l s AVAYA- 5A Essential and Preferred Support SAS i 5. Upgrade Advantage Upgrade Advantage is avallable when Support Advantage Essential or preferred Support coverage is in effect. Upgrade Advantage is priced and billed separately from Support Advantage with these exceptions: a. All new major software releases that become Generally Available beginning with Aura R8,wherein Upgrade Advantage is included in the Support Advantage offer; b. Communications as a Service(CaaS)solutions,surh as UCaaS(Unlfied Communications as a Service)and CCaaS(Contact Centeras a Service),wherein Support Advantage, Upgrade Advantage,and the license are included in a single price; c, products licensed as a Subscription,wherein Support Advantage, Upgrade Advantage,and the license are included in a single price. • When the End Customer purchases Upgrade Advantage, it enables them to upgrade their Avaya provided software user/session licenses to the latest Major Release, if and when available, Upgrade Advantage covers the application software user/session licenses but does not cover any infrastructure or operating environment software that may be necessary. Upgrade Advantage is only avaifable on Avaya's then most current {Major Release,and is not available on prior MajorRefeases. End Customers recasting frorn a Software Support r Upgrade to a Support Advantage agreement that did not upgrade during the agreement term are eligible for Upgrade Advantage. End Customers may also retain their Upgrade Advantage coverage,at then current forms and conditions, when renewing a current Support Advantage+Upgrade Advantage agreement. • As a part of Upgrade Advantage, the End Customer may register at http://support.aygVga.com to receive notices when new Major Releases of Avaya-provided software become commercially available. During the term of the Upgrade Advantage support contract, the End Customer: o Must maintain active Essential or preferred support coverage, as applicable based on product release. o Will have access to the features and functions of each now Major release at no additional charge beyond the Upgrade Advantage support contract fee. o Will receive instructions on how to download oath new Major Release,where applicable. • All associated upgrades of Major Releases must be scheduled and implemented during the coverage term of the Upgrade Advantage support conlract. • Avaya will not roquiro the End Customer to upgrade their software unloss Avaya has advised the End Customer€hat corrections to certain problems may only be available through a more current release of software, Billing for the Upgrade Advantage option will occur even ifthe End Customer fails to exercise Its right to upgrade before the and of the Upgrade Advantage coverage term. A. products Requiring Upgriide Advantage Attach Upgrade Advantage Is required to be purchased on all Major Releases of products launching on or after August%2015,when Upgrade Advantage is available. Upgrade Advantage is required to be purchased on the following produefs regardless of Major Release date: Applications supporting the Fabric Networking solutions, Upgrade Advantage is not required, nor applicable, to any hardware within the Fabric Networking solution, as the operating system is an Inherent part of the solution. i Customer Service.Editions (CSE). Workforce Optimization(WFO). Upgrade Advantage is includes! in.' r I 1 Avaya Proprietary page 10 of22 Version 3AZI(Juiy 1,2018) I E A Yr A, Lam' SA Essential and Preferred support SAS R Communications as a Service(CaaS)sofutlons, such as UCaaS (Unified CommIln€cat€ens as a Service),CCaas(Contact Center as a Service),xCnas(Unif€ed Communications. Contact center and Vidso as a Service)and the new Avaya Enterprise Cloud;xCaas offerings ; • SA Preferred for all major releases that become Generally Available beginning with Aura R8, Upgrade Advantage must be renewed when Support Advantage support Is renewed, and it may not be renewed at any other time. When a Support Advantage support is terminated OF expires and is not renewed, Upgrade Advantage is terminated or expires at the same timo, It is not possible to terminate Upgrade Advantage on active Support Advantage support, 8. Exclusions from UpgradaAdvantage The Upgrade Advantage option only applies when upgrading a covered software product from one Major Release to a subsequent Major Release. It does not include: • Design support, installation,professional services or other service charges. • Any provisioning of.the software, • Any and all equipment costs. Upgrading of components located in an End Customer"crash kit"or maintenance spared equipment. • Hardware changes required to comply With minimum vintage requirements, • Project Management costs. • Upgrades to any and alf adjunct software applications. • New feature functionality or capacity requirements associated with additional software licensing. + Migration of software application to a new or different hardware or softwarefoperating system platform, 6. Exclusions from Essential and preferred Support A, Out of Scope Sarvices Supported With Maintenance Per Incident Time and Material (TIM) Avaya provides"Maintenance Per Incident TIM"support for out of scope maintenance related activities i J t not included In an Avaya Maintenance Contract. Support is only available to Avaya End Customers and Partner End Customers who have support coverage on the product requiring support. Services provided not dlrecfly attributable to a fault in Supported Products that end up being a result of an out of scope activity defined below are billable per the current hourly rate structure. Billable time starts from the time the custoi nor calls or a web ticket is picked up, to the time the case is closed, for support provided for items that would fall outside of what maintenance orwarranty would erititle. Examples of support that would fall outside of maintenance coverage that would be provided under € Maintenance Per Incident Time and Material(T/M)would be as follows: Programming,administration or configuration changes • Third party integration or applications j • Acts of nature • Customer network outages and/or service providers issues I • Avaya installation of customer or partner fnstallabla patches I Support that ends up being related to a product not under warranty or maintenance coverage • Parts or onsite support for Remote Only or Remote-t-Parts contracts • Products that are improperly certified by a party other than Avaya D. Additional Exclusions The following exclusions apply to Essential and Preferred Support coverage; Avaya Proprietary Page 11 of22 Version 3.14(July 1,2098) t i AV/Ay A SA Easen0at and Preferred Support SAS • Any customized system features,conffguratfon changes, or reports, • The capture of off-board alarms for trunk Interfaces(Excluded from Essential Support,but not excluded from Preferred Support). Interfacing directly with the End Customer's notwork carrier or service provider. • Support for the Secure Access.Link(SAL)Policy Server software beyond general usability questions, • implementation, installation,and custornizat(on services that may be required and that may be provided by Avaya at an additional cost. • The provision or installation of hardware upgrades or reprogramming to add additional capabilities or functionality to the Supported Products. • Customization of,or labor to Install, a software applfeation on the hardware. • Modfa or hardware r-eplacemont for damages or malfunctions causod by.,(1)actions of rlon-Avaya personnel or fhe attachment of products not supported by Avaya; (2)failure to follow manufacturer's fnstaffatfon,operation,or maintenance instructions;(3)failure of products not serviced under this Service Description;(4)abuser misuse,or negligent acts of non-Avaya personnel;(5)repair to Products if the End Customer or the Fnd Customer-authorized party modified the product in any manner,shall not be covered. • Services and all troubleshooting support not dlrectly attributable to a fault in Supported products (including faults in the End Customer's own network or the public network). • Services that cannot be provided due to the End Customer's failure to fulfill the End Customer responsibilities detailed in the Responsibility Matrix section of this Service Description, • Your Avaya Support Services Agreement does not cover troubleshooting or resolution of any fssuos caEused by your use of root across to Avaya software or by any third party software use by you. Any requested Avaya support to return the communication systerns fa proper operating condition shall be charged at Avaya's rommerclal time-and-material rates,Any detrimental impacts due to the,use . Of roof access shall not be grounds for Imposing a contractual penalty upon Avaya,and you may not pursue any claim against Avaya arising out of or relating to your use of root access. Avaya's support services obligations [nay be further limited by the Support Limitations and Exclusions described in the Service Agreement Supplement. Distribution of patches and specific versibns of legacy products with the ambedded software that Is no longer being used by Avaya,The:list of affected products is located at https clowhloads,aver a.m r /css/P81docuni oil ts/1Qt(}2g433 7. Responsibility Matrix A. trrmplernentatfan Unless Avaya installs the Supported Products through Avaya Professional Services,the land Customer will be responsible for the following actions; Responsibility End Avaya Customer .Ensure thL-,power.and groUndiri�bf Avaya LitWucts tt�set the -specifc�tfaris.tia- •. -:X�' _ Provide the proper environment for the Supported Products, including electrical and telecommunications connections as specified by Avaya. X 1 Follovti allot#hdAvaya ins#allaffdn;;aperaf(oti,attd nialii#erianee lststrr-Ictiotls=- -�� Ensure registration a Suppoded products is completed as defined by Avaya's most recent registration process and accurately maintained. X after system changes, :ProVle Avaya with remote systein'aceess yia an•Avaya-appraysd X: Avaya Proprietary Page 12 of 22 Version 3.14(Juty j,20.18) 1� A SA Essential and Preferred Support SAS ' I coljneaffviEy:ipefFiod a"s,ptoiiic#ed in:tlais:"Servvice 13escriptla`n; Use the"Avaya Products Socurfty 11andbook"available at http://support.avaya9com along with the individual product documentation to x secure rernato access capabflitfas. Cristall;:•rj7fhtair7nd,manage::tle;Se_cur�'Access; olieaseiyr:"indludlrig'-_`:`' , = acfrrrinisE' fioti?oF.`�cces`'s of c�eslf;f En'Eriq Custg ccesspolicy.Seriiei'>(1?refe'rred:5�ip iir:olily)r �` B. Postdmplementafion Support Service requests from non-accredited personnel may result in delayed support and will be billed time and metorfal charges using Avaya's then currant Malnfenarrce Per Incident Rates, Responsibility End Customor Avaya Defing,in.erna(prncedu'res:.tarraairi€airy=cot€tro('oF:flt :grfglriI .: .,.. ;': sbrtware rricfia'fircludrng`cratiori:cba�ltup copres; '; Maintain a procedure external to the software program(s)and frost computer for backup and reconstruction of lost or altered files, data x or program to the extent the End Customer deems necessary. Notify-AV yar bf any moves, Prac3ucts ccivered b'y:tlifs;" S0Mae-D e,scrfption. Access and use web-hasod services available at hflllsuppart.ayaYa.corrr prior to submittftrq a sesvfce request to x Avaya Ullika.-suppart WebAle•toofs such"as:Greato-'Servloe Gheck.Case Statbs;-Reyflest Pats Rep€6cemerll,:Adrnlntsfet: Cijstbmer_Sjf Contact paysrnfoad;'ofiw re,and-Chec;�uPgracEe Contact Avaya for entitled support, x Nlorrifor algrlris getlelated by S.upport6cF-Pt_a aIh_'duc"ts d:cairy oq[ : ir7structloris available at-hitg;/ls i- ort.ayaya,com tb`rasolVt :those .' alairris( ssen(ia)<Supportnnly}: If'fi b.P.ajtopl'.ieQyes}s s;uppart_ -fiW!AYaya b'ut-hr3s m d�no atEet pt:#o-resolve Etie'.aliqrm..br:ff•• :X ; .alloil7Ar faU}t,h'as resulted•From arc ugrosolyed:alarmi-the P?I iner.. may.b't r t'0:2' -4.jnatarlal bliarges-using=Avaya;s'ttien., :currefiE°N[afritariarace pbr.inoideiit rates; Ensure the network path allows Avaya alarms to be sent from Avaya X Products to Avaya via modem or Secure Access Link 4utFrprjeAya�ra"%o ulflize:the; i7cLusotrrei'.sgltala°al:netvrnKfn.:i.:y." :a liver ala'rrps to the Avaya Serv[ce"Cen er,.lF necessary(PfefeFro. -X'.. Support aril:?) Provide the Avaya"Service Center with the following informatlon when reporting a trouble:Avaya-proyldod rnd Customer Sold To Number, End Customer contact Information, description and x Urgency of the problem, as well as system passwords and e ui rnent access control features re aired forAva a Eo rovido I Avaya Proprietary Page 13 of22 Versloo 3.14(July 1,2M) t i I //-\\VAY/A SA Essential and Preferred Support SAS remote support. -Up.>h rddap.(6f.an%Ivagasservtce::reejUest;:p fo�m•frou Jasfiooting -_ :;:i : jji dragnpstic yia;riYrrlafe connecgaii:t0 isolate saf(ware •:Lia'rdshiafe`rela�ed pro�feriis aliQ.aoferrnih�;Wlie�l�e�a..Suppti�ed�- `�" - � Protl ct`:i5 4Vo71un iis'accartlaricevffti.Ava lt}�Udlia'cl�d6ctlti'ientatiQii;� cliic(iT5'p- -allassg t c�aid•a`'•gip- � � - - co`fi'`u"r'ataii•iiofes'`'- Unless onsite coverage by Avaya was purchased: X Onsite troubleshooting as required. Upniieelpt'ofari;Avaya seruicq feffdst•js'ofatiori.arEd res�fu#lore df=: -a l'!'eptoducib e piobletrss of ahi3malies resultmg'wtrert Avaya . •'lnstamoon or configuration lrtstruclions were used as'lori as t11e :�C :col�fibtlratlori errorsfgi spge flo fa"uniet tt red Avaya sdf#!riare Upon receipt of on Avaya sowlce request, Identification and resolution of any inconsistencies or arrors in Avaya product X documentation. -'-RogDest ac#varico tepfacement of:parts only,for the-eligible: :° :SupparEod I?�oducts: Unless onsite parts replacement coverage by Avaya was purchased: Replace defective part. Return faulty parts to Avaya according to the X guidelines in the Parts Coverage section of this Service Descriptlon. 1..6f.ansite,parts rep(acernent coverage;pi:gvid8 AYayEi viifh.onsite. access to the:SupporYed ProducEsduring.Coverage€:lours.`Access' _r,efudes phy--Sinai aocess.as uelJ as.network access-fp$iipportecJ f'rotEuot's.Additional:charges-iiiay apply=if an Avaya field•techriic(gn, x: is scfiedulect'to seivice equipment, nci ttie tecFtiiioiari rrrttst-:waif after' , arrivfrigonsitefor.equipinentto:5ecohTcav*iJable:fQrservio]11g. Schedule availability of authorized staff that will have the aTprior make decisions on End Customer's behalf concerning the maintenance and service support of systems.The authoriz responsible to: • Approve any associated maintenance per incident X • Provide and approve all purchase orders for maintenance per incident invoices; • Permit Avaya to conduct'an equipment certification serviceability, and inventory check[(required by Avto service assumption. tetrrili7eand.scheddie Major kelease'Upgrades:lnaludincphtacis.oliglple'to dQkload tf? .{UPgrEkje Actvahtage only,), _ Maintain the system at a current support release(N), Or one Major X Release prior(N-1). Malhtaih;Avaya:products ak ttie most citrrerit 8ervice:P'aok_("SP'1): X- antf rnivar Fir e('.`.FIB('')update'level;= Ensure registration of Avaya Supported Products is updated as x defined by Avaya's most recent registration process, including the removal ofdeactivated equipment, 'his includes removing the _ I Avaya Proprietary Nge'14 of 22 Version 3,14(duly 1,2018) I /AV//--\\y A SA Essential and Preferred Support SAS programming for any inactive or moved equipment administered In the customer's Communication Manager. y p 03 I N. Me Perform network audits on their network to ensure it is within Quality X of Service spocifie8tions(e.g. packet loss,jitter,packet latency,etc.) to maintain voice and data services, especially after making any changes to their network. -4 'iric fid GJ Qd>6,psgs-,qu net.-as p 19n"rl tt.%,%.9p P Rp. '30 PRP..!E� Register for case status alerts to.r. notification.ofification of unresolved x EXPERT Systems,9m alarms and off-board alarms(Preferred Support only). 'As ay pe Ve rs fp;.I.q of tE?gacY bein u S-6 & r'64'M y 1 61 8---b-tist6m dr'.:s' kh (Y.to p aT.eleaS6. . ... ... ,'as.. 0a -9 _6!t:;V,,fi9t�.ffp d by Avaya.The_16i-of a&'ied-prqd(TW;Is 10�a 0.. )itip's llc4owritaads-guava:coiirlcss1P81:dac aritsl•9l{)6433 For Support Advantage Wholesale, the Partner will be responsible for ensuring that the End Customer responsibilities are performed under this document,and securing(either directly or through resollers, as applicable)all necessary-approval,, consents.and performance from the End Customer For Support Advantage Retail: * The Partner will be responsible for— o Obtaining the purchase order(PO)from End Customers who require a PO to process an invoice Payment, and ensuring Its submission to Avaya before the du(-date of scheduled mid- term payments with multi-year support contracts. * In addition the Partner will work on an ongoing basis with the End Usur Customer to: • Complelb registration of Avaya Supported Products as defined by Avaya's most recent registration process and aGCLlTat0ly maintained after system changes. • Provide guidance on Avaya product roadmap encouraging the Customer maintains their system at a current support release(N),or ono Major Release prior(N-1). • Provide Avaya with remote system access via an Avaya-approved connectivity method as provided in this Service Description, Avaya Proprietary 'Paoe-IS of 22 Version 3.14(July 11,2018) rAV A- Y A SA Essential and Preferred Support SAS 8. General A. Billing and Contract Start:baize Support will oomm once and be chargeable as follows: If Avaya sells and installs the Supported Products,support will commence on the date Avaya notlftas the pnd Customer that the Supported Products are Installed according to specifications. a If Avaya sells the Supported Prodtrcfs directly,but does not install the Supported Products, support Will carnmenco on the earlier of the date when software())features are onabledr (!I)is downloaded i to the target processor or(Ill)is physically delivered to the Customer premises, If the Supported Products are purchased through an Avaya Partner(inchtding Support Advantage Retail),regardless of what company.installs the supported products, Support and billing will commence in accordance with the below schedule: SupportOirdes Typo Commence R >' moilth NuwSupported Products Second Month* Upgrades of existing products already under SA Second Month* su ort coverage, includir� licenses Increases in the quantity of existing products First Month* already under SA su art coveta e Samo order for increases in the quantity of existing products already under SA support coverage Second Month* contains new Supported Products or an u rade Same order for increases in the quantity of existing products already under SA support coverage and new Supported Products or an upgrade,also First}Month* contains increases in the quantity of existing Third Party Products airead under SA su ort coven s *Month following the date that the order for the Supported Products is acoopted by Avaya in its order processing system Note, For Third Party Products support commencement may vary from the above dates. a If an earlier commencement from the above dates is being requested,then this must apply to all line items in the order. 13. True Up Avaya may perform true ups to determine If additional Software Licenses have been added to Supported Products and bill for the additional licenses. For CaaS solutions,Avaya will utilize the CaaS solutlon capabilities(ex,Avaya Contact Center Control Manager(ACCCM))to perform monthly peak usage true ups(one month in arrears)to identify Software Licenses in use.This information will be used for monthly Avaya Invoicing. Minimal invoicing thresholds apply per the CaaS offers. Reductions in support fees are not permitted except at renewal. Avaya Proprietary Page 16 of 22 Version 3.-14(duiy 1,2018) AVA Y A SA Essential and Preferred Support SAS 1 C, Renewal of Coverage Support Advantage coverage for Supported Products will automaticafly renew at the end of the initial term of coverage and any renewal term underAvaya's then current Service Description applicable to Supported Products,unless either party provides written notice of Its intent not to renew such coverage at least 30 days prior to the renewal date, If the Customer is an Avaya authorized resellor or Distributor, renewals WIN not be automatic unless auto-renewal Is available from Avaya.Aufo-renewal for authorized resellers and distributors is not avallablo in all regions, Support Advantage 1-year and multi-year support agreements will renew at then-current rates and for a similar term length as the expiring agreement. Where auto-renew Is available, multi-year support agreements will automatically renew as a 3-year or 5-year support agreement,as applicable. Support Advantage agreements will auto-renew for 1-year term lengths unless notified otherwise in advance of the renewal. With the exception of Subscription Licensing, Upgrade Advantage i-yearsoftware upgrade support agreement renewal rates for the first renewal period(the second year of Upgrade Advantage coverage) will not be more than 5%("COLA adjustment")higher than the rate forthe initial year of coverage for the sarne Supported Products. Upgrade Advantage multi-year software upgrade support agreements will renew at then-current rates. D. Re-initiation of Lapsed Coverage A re-inftiation fee will apply to reinstate support and Subscription Licensing when'coverage has lapsed. The applicable reAnifiation fee will be invoiced and payable with the first billing or tho new coverage, For details on the fees, refer to the support Re-initfation Policy, (dote; t- The re-inttlation fee is subject to change at any time. 2. Re-fnifiation fees are not discountable. 3. Time and Materials(T&M)support is not available if a support contract has lapsed. 4. Support and upgrade entitlements are not available the day after the expiration date of the support contract, E. Certification Supported Products that are newly purchased,used or have not been continuously covered by Avaya support are all aligible for coverage; however,certification of the Supported Products may be required. Certification ensures that Supported Products are property installed and in good working order. Certification of Supported Products may be required when: 9. Supported Products classified by Avaya as"not customer-Installable"were installed by a party other than Avaya, an authorized Partner or a manufacturer or manufacturer-authorized service provider(for non-Avaya products). 2. Avaya support coverago on Supported Products has lapsed for more than ninety(90)days or was never initiated. Certification is not included In this Service Description and will be charged at Avaya's then current Maintenance Per Incident rates if Supported Products aro not added under Support Advantage coverage within 45 days of certification ti compleon,Avaya does not guarantee Supported Products subject to certification will be certified, if Supported Produets are found to be ineligible forcertiflcatlon, the Customer Is responsible for corrections required to Make Supported Products eligible.A list of Support Advantage Supported Products is located at http://supporL.ayaya.com/support adyantarte. F, Coverage Required for Software on a single Application or Application Bundle All licenses for a single application on a single server roust have the same level of coverage(l.e., Essential Support or Preferred Support). If the End Customer is found to have varying levels of coverage on the licenses for a single application or for a single server,licenses covered at a lower level of coverage will be brought up to the higher level of coverage and Avaya shall bill the End Customer for the incremontal charge,calculated to be coterminous with existing coverage. Avaya Proprietary Page 17 of 22 Version 3-14(July 1,2016) • I SA Essential and Preferred Support SAS Where licenses for the same application are consumed in a hybrid model(fat example: Perpetual and Subscription),ALL licenses must have active coverage and where available,the same level and method of coverage. Subscription 11censes are only available on the most current release and must include Upgrade Advantage.To be able to have both subscription and perpetual llconses in the same application, the perpetual licenses will(I)need to be upgraded to the most current release; (iP) include Upgrade Advantage;and(Ili)have the same contract sailing model as the Subscription llcenses, G. Coverage Required for Avaya Integrated Solutions All Avaya solutions that are integrated with other Avaya solutions(e.g„ Communication Manager integrated with Avaya Call Centor) can be covered by different levels of Support Advan tag e coverage but must have the same delivery option (elthor all Avaya Delivery or all Co-delivery).All Integrated soiut#ens must be covered by at least Essential Support. If the End Customer is Found to have fragmented coverage whereby one application is not covered by at least Essential support, the End Customer will be notified of the coverage requirements. In the event that coverage is not initiated on the uncovered solution(s)within ninety(90)days of such notification,support on the dovered solution will be treated as though canceled by the End Customer as per the"Termination of Support provisions set forth below and the cancellation fees sot forth below will apply.A list of integrated solutions is located at hifp:Usupraott,ayaya.con/support_advantage_ In the ecenar#o where the end Customer has both perpetual and subscription licenses in the integrated Avaya solutions and some of the perpetual licenses are not covered with the appropriate service support, then this lack of adequate coverage must be corrected when the contract is renewed. H. Coverage Required for Avaya Independent Products or Applications at Sarre Site All Avaya Supported Products at a single location that are not integrated with each other can be covered by different levels of Support Advantage coverage (e.g„Communications Manager with Essential Support and Modular Messaging with Preferred Support)and with different delivery options, However fragmentation across contract selling models (Direct and Retail vs Wholesale vs Co-delivery) for a Customer is strongly discouraged and must be in compliance with the Like for Like Policy and Sales Engagement Principles,Whore customer locations are covered by a mixture of both Wholesale and Codel#very the Channel Par?ner is required to take first call on all service requests, I. Coverage on Lifetime Warranty Products When support Advantage is purchased on a product which already includes a lifetime warranty,the terms of this service agreerent supersede the warranty terms during the duration of the support agreement, Upon expiration of the support agreement, the terms of the lifetime warranty will govern. It is recommended that End Customers choose to cover their whale network with support Advantage for fabric allowing them seamlesa access to tech support and choice of parts and onsite options. J. Dedicated Access As an entitlement to the End Customer's product purchase, Avaya will provide the Secure Access Link (SAL)Gateway in order to provide remote, secure access to the End Custornar's systems for support. The Customer should have the SAL Gateway installed no later than the delivery date of€he Avaya- Installed systems/devices or prior to the commencement of support In all other situations, so that Avaya can perform the services as described.The IP address must be provided to Avaya as soon as It is available,The Policy set by the End Customer must allow outbound connection from the End Customer's location back to the Avaya service Center in order for Avaya to provide remote support on a 24x7 basis or there may be degradation to the service and support the End Customer receives from Avaya,The Avaya support obligations under this document are contingent on the provision of remote access. If an Avaya-approved standard remote connectivity method is not approved and implemented by the End Customer,Avaya is excused from any(lability and contractual performance standards when using non-standard connectivity methods,if using non-standard connectivity methods, Avaya may not be able to provide support and Avaya may charge time and material charges i 1 Avaya Proprietary Page 1a pf22 V©rsron 9.14(J[rly 1,2018) i . I I _, i AV A YA 5A Essential and Preferred Support SAS using Avaya's than current Eger-incident Maintenance rates to cover any additlonal costs to Avaya in providing support to the End Customerwhen such costs are caused by the End Customer's use of non- standard connectivity methods or its failure to complete the Avaya product registration process, K. Termination of Support The End Customer may terminate Services at any time during the current term upon at least 30 days written notice and shall be subject to payment of;(1)Support Advantage charges up to and Including the date of termination, and(U)cancellation fees. Cancellatioo fees shall be equal to the Support Advantage charges that would otherwise be payable for the affected Support Advantage coverage for the remainder of the year of the Term In effect as of the effective date of the termination.The parties agree that the cancellation fees are liquidated damages comprising a reasonable estimate of Avaya's damages in the event of the Partner's early termination and are not a penalty. Unless already paid,the cancellation fees shall be immediately due and payable upon cancellation. Cancellation fees will be calculated as follows for a 1 year agreement; • Cancel in Year 1: Full amount of ist year annual fees to be paid in fall Cancellation fees will he calculated as follows for a 3 year agreement: • Cancel in Year 1: Full amorrni of 1st annual fees to be paid in full • Cancel in Year2.:Full amount of Is(, 2nd year annual fees to be paid in full • Cancel in Year 3:Full amount of is(,2nd and 3rd year annual fees to be paid in full. 3 Cancellation fees will be calculated as follows for a 8 year agreement: + Gancel in Year 1: Full amount of 1st year fees to be paid In frill • Cancel in Year 2: Full amount of 1st and 2nd year annual fees to be paid in full Cancal in Year 3.' Full amount of 1st, 2nd and 3rd year annual fees to be paid In full. Cancel in Year 4 Full amount of 1st, 2nd,3rd and 4th year annual fees to be paid in full • Cancel in Year 5; Full amount of ist,2nd, 3rd,4th and 8th year annual fees to be paid in full i Support Advantage charges include amounts payable for Upgrade Advantage for the purpose of calculating cancellation fees. Ail refunds for prepayments on contracts that are terminated other than due to Maya's breach will be provided as a credit, Avaya virtual application upgrades acid/or mlgratfons may require loss hardware.As a result,Avaya monthly maintenance costs could ba lower or hardware maintenance may not be required at a previously covorod site. In these Instances termination fees will not be applied, providod the same or better-Avaya application support coverage level Is maintained and any hardware required to Implement the virtualized solution is purchased through the Avaya channel(i.e., direct or indirect),if such hardware is available via the Avaya channel. t,, Extortded Services Support: Periodically,Avaya of a third party manufacturer may declare"end of fife,""end of service,""end of support,""manufacture discontinued"or similar dosignation{"End of Support")for certain Supported Products, When this designation occurs, the subsequent support period Is referred to as"Extended Services Support", Refer Avaya Product Lifecycle Policy for further dstalls; http://s upport.avaya,comicss/P8/documents/l 00081098 The End Customer may access Avaya's user support website(http://supt)ort.avaya.com., or such I successor'sits as designated by Avaya)for End of Support notifications,and to register an e-mail address to receive e-mail notifications of the same,when published by Avaya. For Products subject to End of Support,Avaya will continue to provide the support described in this Service Description,except for the End of Support exceptions listed herein Avaya Proprietary page is of 22 Version 3.14(July 1,2018) I .A V-A- YA SA Essenttat and Preferred Support 5A5 Avaya will make commercially reasonable efforts to provide the same level of support described in this document,with the following exceptions: • Product Engineering support and new maintenance updates, such as Product Correction Notices(PCNs), "bug fixes"and interoperabilitylusability solutions, are no longer provided, • Certain Wits or functionality issues may not be resolvable or reproducible without upgrading the system to a version currently supported by the manufacturer.The Customer will be responsible for the costs associated with any upgrades. • Access to and availability of support expertise on some Products may decline over time The Customer'may dxperience delays in response or repair intervals. • Avaya will endeavor to reserve lts spare parts inventory to support Extended Services Support l customers.I-lowever, since roplacement parts may no longer be manufactured, some Products may become increasingly scarce over time.This scarcity may affect response and repair times, and certain Products may require replacement with more current substitute Products,whether new or refurbished. • it may be necessary to purchase an upgrade to resolve a trouble if replacement parts or substitute Products are not available,or if the substitute Product is incompatible with a customer's current Product,The risk of this situation will depend on the Product's type and age. Avaya will endeavor to highlight upcoming shortages via ongoing"Services Support Notices" posted at s upportmvaya.com. • The extended services support period may vary based on product availability,demand and other business factors,at Avaya's discretion. Extended Services Support is provided only to the Avaya End Customer purchasing support services (i,e„ Support Advantage)for the affected Supported Products. A list of products that are currently supported Is available from Avaya at http:/Isupport.ava a.cc)rn u oi-t Advantage, Appendix A, Definitions Busfness Severn Gate oriEs; Cute e Service Re nest:A real-time service or product outage In a production system that could require drastic measures to restore(such as a system restart),severely downgrades service.capaclty, or results In a loss of service for a significant number of and users. This situation severely impacts productivity or creates a significant financial impact or prusenfs a risk for lass of human life. NOTE: requires customer to commit to 24x/dedicated resource until restoration/workaround.. Severe Business Impact Service Request: Severe degradation of production system or service performance for which there is nn active workaround and problem severely impacts service quality or the controi or the operational effectiveness of tho product affects a significant number of users and creates significant productivity or financial impact,This situation materially obstructs the firm's ability to deliver goods or services Also includes automated product alarms which meet the Severe Business impact criteria as noted above.NOTE:requires customer to commit to a 24x7 resource(if so entitled, or BX5 if not)unlit restoration/workaround. Businoss Impact Servica bequest.. Stgnifloant degradation to the system's operation,maintenance or administration:requires aitentlon needed to mitigate a material or potential effect on system performance,the end-cusforners or on the business.Also includes automated product alarms which meet the Business Impact criteria as noted above, Non-Service Impact Service Reg oast; A question or problem that does not immediately impair the functioning of the product or system and which does not materially affect service to end--customers, If Avaya Proprietary Page 20 of 22 118RI n 3.14(July t,2018) s i A VA)/ i l SA Essential and Preferred Support SAS j ft related to a problem, the problem has a tolerable workaround, lncludes consultation,records [ corrections and administrative Issues, + i Class'f Product correction Notice: A major system failure due to product non-conformance with high I Probability of potential loss of system use or functionality and/or loss of customer information. I r Class 2 Product Gor ractlon Notice: A moderate system failure with moderate probability of loss of system use or functionality andlor loss of customer information. Class 3 Product Correction Nottco: A minor system€allure with low probability of potential loss of system use 1 of functionality and/or loss of customer fnformatfon. j Commercial Agreement, Means,as the context requires,a direct CustomarAgreemernt,a Resellor i Agreement,a Value Added Reseller Agreement,a Distributor Agreement,a Service Provider or Systems Integrator Agreoment, i End Customer: Means the end customer purchasing support service directly From the Partner(or the Partner Il purchasing service for its own internal use)for the Supported Products, i Feature Pack: A downioadable,quid(and easy to Install, software deliverable containing one or more features that may be enabled individualty andlor optfona)fy licensed. May also contain maintenance correction,Feature Packs are typically designated as a change in the digit to the right of the second decimal point(e.g.,n.yjz]). Maintenance Per incident, Time and material (T&M)support available for out-of scope or break fix related- activity not included in this 5ervfce Description. Support may be remote andlor onsite based on the product f being supported and the time of day, j i I1Maior Retease:A major change to the software that introduces new optional features and functionality. Major Releases are typically designated as a change in the dfgi((s)to the left of the first decimal point(e,g, fn].y.z), j Minor Release:A change to the software that introduces a limited amount of new optional features and r functionality aria extension of existing€ealures. Minor Releases are fyplcafly designated as a change in the digit to the right of the first decimal point(e.g n jy),z). Order CI05UPe; When an order is booked and closed within Avaya's billing system of record(SAP). Partner: Means, as tho context requires,any of the following; an authorized Avaya reseller, value added I reseller,distributor,service provider or systems integrator partner Perpetual i�icense: 'One-time fixed quantity license typically billed tip front allowing continued use of the software for as long as the customer complies with tho license terms in Ilia contract language. Service DDescription: The Service Description may also be referred to as a Service Agreement Supplement (SAS), Service Description Document(SDD), Statement of Well((SoW),or Channel Service Agreement, Software Update' Changes in the software that typically provide maintenance correction only.An update is typically designated as a change in the digit to the right of the second decimal point(e.g., n.y.[z]),representing a re-release of the corrected software version,or an issue(s)-specific corrocdon provided in the form of a patch, super patch,service pack,bug fix, etc, Standard Business 1-lours: Monday through Friday(or any other local period of five(g)consecutive working days according to local custom)between the hours of 8.,00 a.m.and g_fla p.m,in the time Xorie where the Supported Products are located, excluding Avaya observed hofldays(a list is available upon request). Standard Qp—erating Environment. The covered appllcatlons, databases and operating systems that have been tested and certified by Avaya. SubscrlPUio Licensing: Means the Software licenses which are subject to a Fixed Term Software Subscription arid/or Pay-per-use Software Subscription at any given time. Subscription L.Icerise—Fixed Quantity., Fixed Quantity of Software typically bRled up front on a recurring basis and used for a specific, limited period of tfr ne during which the user is allowed access/right to use of the software. Avaya Proprietary Page 2l of22 version 3.14(July1,2018) i i r y AVAIY/A SA Essential and Preferred Support SAS Subscription !license--Pay-Per-Use: Variable Quantity of Software typically billed In arrears on a recurring � basis and used for a specific, limited perlod of time during which the user is aliowed accesslright to use of the software. Supported Products:The software and hardware products manufactured by Avaya and included on a sorvice order form.Support for products manufactured by Independent third parties (OEM products)may be included as Supported Products under a separate Service Description.These products are often serviced by third parties and the levels of service coverage and response intervals are designated by the third party performing the service. The service levels and response times contained in this document will not apply to these third party products. Third Patty Products; means any products marjUfaotuFed or developed by a party other than Avaya,and may incfude without limitation, products ordered by Reseller or End User from third parties pursuant to Avaya's recommendations, However, components of Avaya-branded Products are not Third Party Products If they are both 0)embedded in Products(he., not recognizable as stand-alone items);and(Pl)are not identified as separate Items on Avaya's price list,quotes or Documentation. Update: A Product Correction Notice(PCN), minor software,firmware update, or service pack. Unauthorized Avaya Product Means an Avaya product or component which(i) is acquired by Reseller or any predecessor in fitle frorn a source other than Avaya or a Distributor or(ii)is sold by Reseller to unauthorized third parties who are not End Users. NotwithstandMg the foregoing, If the Territory is a European Union country,Avaya products or components sold to or acquired from another European Union country authorized Channel Partner shall not be considered Unauthorized Avaya Products. Upqrade: A Major Release of software. Avaya Proprietary Page 22 of 22 VBMon 3.14(July 1,2018) re up Scope ®f Work A For Water Department Vuesion Contact Center Solution 3/17/20 Please review this information and ensure its accuracy.Any discrepancies should be repotted to Agility COntmmmications Group as soon as possible. Page I 1 Nimble,Quick and ke.,lj4v Solve for volPso?Vtiorjs AgifityC6.tom Customer Contact Info: Jason Lyssy City of Fort Worth Water Dept. 908 Monroe St. Fort Worth, TX 76102 Jason.lyssy@fortworthtexas.gov Overview: City of Fort Worth Water Department is currently utilizing numerous applications to provide safe and reliable water services. Numerous applications that need to integrate with each other adds complexity that causes expensive support and maintenance costs. Vuesion can provide the Water Department with a "single pain of glass"with less integrations and complexity that will provide the Water Department with ease of use, management and a huge cost savings. SCOPE OF WORK A. PROPOSAL SUMMARY 1. Vuesion Contact Center Select for Avaya Aura/CM (Reference: ppt slides 2,4, 7-11) • Vuesion Select base software including: 0 Skills based and priority routing 0 20 voice queues 0 Historical call reporting for all agent licenses o Call announcements with position in queue and/or hold times o Work,wrap-up,and break codes with reason codes o Collaborative scrolling marquee per group,and internal text chat between agents,and agents and supervisors o Supervisor access to historical call reporting and statistics,threshold alerts,and agent status override and skill level setting • 60 concurrent agent software licenses with call control,call center states and software wall board with 120 Named agent licenses • 14 concurrent supervisor software licenses with presence,call control,software wall board and queue/agent management Page 2 hlimble.Quick off Ready to Soh,e for 14OW solcrti-S AgilityMcom GROUP + 2 Wallboard/Dashboard licenses to display summary queue information on flat screen TV • 30 Queue/An noun cement voice channels for call handling and queue announcements 2. VolP Station Recorder (Reference: ppt slides 20-22) • Recording base software • 60 voice recording licenses • 60 WFO scoring licenses • 60 screen capture recording licenses 3. WFM (Reference: ppt slides 23-31) • 8 WFM Managers licenses (4 licenses purchased,4 licenses at no charge) • 60 WFM scheduling for all agents • 60 WFM forecasting licenses for all agents 4. Vuesion Backup + Vuesion Redundant Iicense 5. Vuesion Callback Number Queuing (Reference: ppt slide 12) • Callback Number Queuing base software • 10 additional voice resources to handle the digit collection • 6 queues with Callback Number Queuing enabled 6. defter-Call Survey (Reference: ppt slide 15) • After-Call Survey base software • 5 additional voice resources to handle the digit collection • 6 queues with After-Call Survey enabled 7. Vuesion Integration Screen pop (Reference: ppt slide 16) • Database connection base software • 60 screen pop licenses for all agents + Integration professional services for issuing the screen pop per section B.of this document 8. Vuesion IVR (Reference: ppt slide 16) • Vuesion IVR base software • Database connection software for the IVR to query the customer's database • Integration professional services per section C. of this document Page J 3 Ni-ble,Quick and Ready to Soive fir trof^.sofu8vos Agi3ityMccsn 9. Installation / Maintenance • Design, Configuration, Installation and Training (see Section D. of this document for details) • first year Software Quality Assurance (SQA) and maintenance (renewable annually thereafter) including support and software upgrades/updates B. VILIESION DATABASE INTEGRATION, SCREEN POP 1. Screen pop Description The Vuesion application shall pass the required parameters to Oracle cloud and the issue the screen pop with the following criteria: • CTI-Data = "ANI I Account Number" • The customer Account Number is composed of two fields: Customer ID-Location ID Important Notes: • Note that the same customer ID may and will have multiple Locations IDs 2. Solution Architecture Avaya Aura/CM Vuesion Server Application LJ � AES Call Center, IVR& PSTN *► CM Core& [D:, SQLGateways -�� )40� woo,options Database tabase Session &options integration Manager Agent Desktop :Agent uesion 5 Issue Oracle Cloud screen oftware pap based an CTI-Data Page 4 ;Vtiri?7?e,Qoic ondRea[iy!OSa?6`@PCi VW 50?u[1Ot15 AgilityCCi.corn Adomw 3. Call Flow 1. The call comes from the PSTN carrying the DID number and the caller's ANI if available 2. The Vuesion Server application receives the PSTN call information from the Avaya AES and handles the routing and IVR/database processing to find the customer information. 3. Vuesion issues a query to the SQL database to fetch the caller's Account Number (this is a combination of the Customer ID and the Location ID] based on the ANI received. 4. If the query return is successful,Vuesion builds the UUI data (CTI-Data)in the following format to issue the database screen pop for the agents: • CTl-Data = "ANI I Account Number" • Account Number�"Customer ID - Location ID" 5. Vuesion Agent software issues the Oracle Cloud screen pop based on the CTI-Data. 4. Notes: 1. Customer shall allow for integration time,testing time and provide test account numbers for vendor's development. 2. Customer shall provide test phone numbers and a desktop with Oracle Cloud login for vendor's development and testing team. 3. The screen pop should ONLY happen on inbound ACD calls to an agent(should not pop anything if that agent transfers their ACD call or makes an outbound internal/external call) C. IVR CALL FLOW AN[ Match Scenarios • Input Parameter from the CLEC via Avaya Aura,ANI • Host:local SQL Database • Output/Return: CTI-Data: Customer Account Number and Customer ID Page 1 5 ivir61l-.Quick and Ready to Seh.e for i o]PsoduTiorrN AgilityCG.com I I�1 corol%.IUNIC�j-[ONS GROUP C - F.AN]Match + Vuesion issues Query to the database based an the received AN] with single • Query returns a single record with Customer Number&Customer I record found • Vuesion issues the Oracle Cloud screen pop based on the collected in the CTI-Data database + The screen pop will open the Case History screen which will be kpulated with all customer information/cases in the Oracle CRM — —• Vuesion issues Query to the database based on the received AN I 2.AN]Match iwith • Query returns more than I record multiple ` Vuesion IVR prompts caller to Key-in their Account Number(customer ID records and Location ID) • One of the following 2 scenarios happens next: I- Customer enters a correct Account Number: o The screen pop will open the Case History screen which will he populated with all customer information/cases in the Oracle CRIVI !� 2- Customer enters an incorrect Account Number: o the screen pop is the bank Case screen in Oracle CRM with the Customer name field filled in j • Vuesion issues Query to the database based on the received AN] 3. ANI Match I with tic • Query returns no records the screen pop will he to the blank Case screen in the Oracle CRiVI records found Page J 6 Nijr;bie,Quick andReacr osohyefbri461Psofoti);�s Flgility+»G.corn D. BBX TECHNOLOGIES. CALL CENTER DESIGN, CONFIGURATION, TRAINING & SUPPORT Preparation • Prepare and complete Contact Center design workbook. (involvement from BBX Technologies,Business Partner and end-user customer); • Schedule one or multiple design conferences depending on application size and complexity. Design • Design with the customer the Contact Center work flow for each group; • Define the skill based routing, overflow conditions,announcements design, threshold values &conditions; • Define the Agent workstation templates&class of service; • Define working hours, out of hours processing for all groups and auto attendant; • Define Vuesion Add-on options if purchased (CRM integration,screen pop, recording,multimedia queuing,call flow); • When all definitions are complete,a customer design workbook is generated and reviewed by the customer for approval. Implementation • Install the Vuesion software including all required drivers on the selected server hardware platform; • Configure the Vuesion system according to the design workbook; Training • Contact Center Agent Training: Online Web based training for Agents.Training on the Vuesion software&wallboard; • Contact Center Supervisor Training: Online web based training for Supervisors. Training on Vuesion software&wallboard,supervisory functions (agent&group statistics,alarms, chat, call recording management&call reporting). Page 7 U;m71r,�t tknndl2 u�; osafw io:vnu=sal�rf :i AgifityCG.cam ' I !' kll "�:f i=:{:!��I�MVkI-��=�.{�_.�h'illl�•'�3��; �+:�h�':J i�F'' 3 a BUSINESS PARTNER: ON—SITE INSTALLATION & CUTOVER • Participate in the design process; • Install the Vuesion system in an adequate computer/switch room; • Test call flow on live calls; • Pre-installation and post-installation support on site as necessary. END—USER CUSTOMER: DESIGN, TRAINING & & ITSUPPORT • Participate in the design process; • Provide training facilities for remote Vuesion training sessions for agents and supervisors.The end-user customer is responsible for the attendance of its personnel at the time the classes are scheduled; • Provide IT support if necessary for LAN/WAN access and other customer dependent network readiness technical information if necessary(IP address, subnet,gateway,machine names,firewall,Administrator access, ...); • Provide IT support to ensure that remote-access is available over IP (VPN,internetj. Assistance with the Installation of the Vuesion client software or shortcut on each Agent's and Supervisor's workstation; • Install the Vuesion client software or shortcut on several Agents'and Supervisors' workstations; with BBX Technologies'assistance,demonstrate to the customer's IT the procedure to install the remaining Agents and Supervisors. • Connect Vuesion to customer's network and test all LAN,WAN,IP&hardware connections; • Verify software connectivity of the Vuesion clients to the Vuesion Server in the customer's environment Page 8 Nrr:rb!e,01 Ck aI RE0dy to Give for Vo1Pso1at70115 AgilityMcom S V G. TYPICAL DEPLOYMENT SCHEDULE • Preparation and Design: 2 to 3 weeks • Implementation&Training: 2 to 4 weeks • The schedule maybe extended depending on the application size and complexity. project kick-off Bii}CTechnalogies and Vendor _R. participate in insta[tation, Lonfiguration and pre-testing of 1 ..........._.. solution prior to cutover -. - Design meeting lead by B13X - - - Technologies with participation of Training sessions€�ased OR.train the customer Vendor and End User custorner_This an total agent count prior trairiarwho in turn swill will cover in depth. to going live main the agents Network infrastructure Routing details Groups definition 1 trainirLg session for Agents and supervisors superv[sors prior to cutuver Advanced features Training scheduling w ti Pre-cutoverscheduling - cutoverscheduling cutover d BMTechnologies issues a design BBB{Technologies assists q workbook for customer review and the vendor and the acceptance Oj CUS or]!er one week after cutover RRXTech€1ulngieskvill04%-r7nadvancedtraining BM Techn©I ogles licensing and session for s.upetv!aui s(Repo;ts,l#-enrdl ng.—) configuration per design Customer experience survey. (I Rg Trchni;lveits akii}pur.LiIsJ m�infcnan&.3It4'r cutuveF Page 19 Nimble,.Quick On'd Rreo,�y to soive kwr l'olP solutiom AgilityMcorn Notes: • Professional Services including database integration, outdial campaigns, IVR integration or complex call flows will require additional time for design and implementation.The assessment is made during the design phase of the project. • These time durations are estimates based on typical designs and implementation. The final schedule is determined when the design phase is complete and the complexity of the design and call flow. • Agility CG Responsibilities—Agility CG will perform the following duties/responsibilities: o Project Manager assignment for kick off call o Project Manager to provide a project timeline to meet installation date with appropriate testing time to make any necessary changes o Coordinate BBX Resources and ACG resources per project timelines o SIP integration for Selectron/CM to Vuesion o AES Integration per BBX specifications COFWWD Responsibilities— • Provide Virtual servers per specifications for Vuesion/HA o Access to CM/AES systems for integration o Access to COFWWD Staff for full engagement of Design with BBX and Agility o COFWWD involvement for training sessions(scheduling of COFWWD Staff) Customer Instructions. Please carefully review this document.The dispatched technician will ONLY be authorized to perform work that is specifically listed in the above scope of work.Any additional work will need to be scheduled as a future service call by executing a Change Order. Any revisions to this Scope of Work must be recorded by execution of a Change Order. Current Agility Time and Material Labor Rates during business hours: -Remote Service(30Min Increments) $200.00/Hour -Overtime rates apply outside of business hours -Business Hours are Monday-Friday 8:00am to 5:00pm(excluding holidays). Page 1 10 Viroh!e,Quirku dicer!•7yroSc rorlal;�so'�ii07, AgilityCC.com To accept this scope of work, please sign & date below where indicated. Fax or email the scope of work document to the Agility employee who provided this to you.At the completion of this scope of work you will be asked to sign as to its completion. No additional service call, in reference to items contained in this scope of work, can begin until this scope of work is complete. By signing below you are agreeing to the terms and conditions listed in the scope of work above.No changes or additions to the scope of work will be accepted after the date that appears below.Additional work MUST be scheduled as a separate service call by executing a Change Order. Please agree by signing below and faxing or emailing to the Agility employee who provided this doctimcnt to you. Customer Signature Section(Signing this Section Schedules the Scope of Work): d?,71ZoZO Signature of Company Rep senlative Date Print Name Title Completion Section: By Signing below you are acknowledging that all work listed in the scope of work section has been completed to your satisfaction. Any additional work required will be billed as a separate Scope of Work and/or Change Order at prevailing Agility Communication Group rates. Signature of Company Representative Date Page 1 11 nlimble,jt;iO? ('.;j Rp-Jyw SWVfv :m 6=o,aSoiutio:Is Agil.lfyMcorn SC®PL ®V IAIORK U FOR City of Fort Worth Water Dept. Avaya Communication Manager Upgrade & IX Messaging Customer Contact Into: Bubba Verlon 908 Monroe St. Fort Worth, TX 76102 Verlon.plunk@fortworthtexas.gov 817-392-2687 Scope of Work Requested. City of Fort Worth is currently on Avaya Communication Manager R6.3 on physical servers with an ESS. Both locations have PRI to failover on ATT network. COFFWD currently has a AES R6 with DMCC and TSAPI licenses that service call recording. COFFWD is currently utilize Avaya Modular Messaging on a MAS, and MSS servers this is end of life with no license add capabilities. COFFWD utilizes Call Center Elite as well as Elite Multi Channel for their call center utilizing CMS for call reporting and WFO. This scope of work for this project is in conjunction with the Vuesion migration for the call center Scope of Work. This scope is upgrade the Communication Manager to Aura R8 with Session and System Manager R8 on a virtual platform. We will also migrate the Modular Messaging platform to an IX Messaging virtual platform and implement an AES R8 server. This deployment will run in tandem to the existing CM environment and not be live until Vuesion Call Center Select has been fully tested by the tali center and approved to go live. ATT. Agility will also be upgrading all locations that hang off the City Hall as well. Some of this locations do have S8300D LSP servers that will all be upgraded to Aura R7. Agility will also implement a Virtual Session Manager R8 and Session Boarder Controller at the DR location that will be used for the DR SIP circuits that were ordered from ATT. Both ATT SIP circuits at CH and DR location will need to be turned-up and tested with Nh, hip,pc,?cknr)dRevdytuSoJvojorVo,Psod�tions AgilityMcom AgilitV CG Responsibilities—Agility CG will perform the following duties/responsibilities: o Project Manager assignment for internal and external kick off call go over project scope of work and outline details and dates o Provide all virtual server specifications o Order the Aura license upgrades with all entitlements and new licenses o Load OVA for virtual Aura R8 at CFI o Load OVA for virtual System Manager R8 at CH o Load OVA for virtual Session Manager R8 at CH o Load OVA for virtual AES R8 at CH a Load OVA for IX Messaging at CH o Load Aura R8 licenses and all entitlements o Pre-Configure Aura R8 in preparation for"not-live"tandem system o Configure System Manager and Session Manager servers o Configure and load TSAPI (4 for testing with Vuesion) o Vuesion Integration o Back-up prior to go live Data based on Vuesion testing and approval o Swing Gateway with PRI in both locations to Virtual Aura 8 servers one evening to test prior to go Live o Go live steps o Remote for'/z day of first day of service City of Fort Worth Water Dept Responsibilities o Remote Access that ACG need to access throughout the project preparation o Provide all virtual servers and access to them per virtual server specifications o Provide hands-on assistance when needed o Provide a test plan for successful completion after"go live" Contingencies�- o City of Fort Worth Water Dept. access and assistance when needed o Virtual Server readiness o Call Agents testing readiness Key Dates: Non-Production Aura 8, SM, SMGR, AES TBD Non-production IX Messaging TBD Vuesion Integration TBD PRI Testing offline for go live readiness TBD Go Live TBD Alit wi .QuirkWIYReady[oSOVL iG`V0;PS0fUUQ,'?S AgilityCG,ram Customer Instructions: Please carefully review this document. The dispatched technician will ONLY be authorized to perform work that is specifically listed in the above scope of work. Any additional work will need to be scheduled as a future service call by executing a Change Order. The customer should have access to all required hardware prior to the install date. Any revisions to this Scope of Work must be recorded by execution of a Change Order. Current Agility Time and Material Labor Rates during business hours.- - Remote Service (30Min Increments) $200.001Hour -Trip Charge $100.00 -On Site Service $200.001Hour -On site work is billed with the trip charge plus a minimum of one hour of work. -Overtime rates apply outside of business hours (time and 1/) - Business Hours are Monday-Friday 8:00am to 5:00pm (excluding holidays). To accept this scope of work, please sign &date below where indicated. Fax or email the scope of work document to the Agility employee who provided this to you.At the completion of this scope of work you will be asked to sign as to its completion. No additional service call, in reference to items contained in this scope of work, can begin until this scope of work is complete. ACG will provide a countersigned copy back to signify a fully executable document. By signing below you are agreeing to the terms and conditions listed in the scope of work above. No changes or additions to the scope of work will be accepted after the date that appears below.Additional work MUST be scheduled as a separate service call by executing a Change order. 'lease agree by signing below and faxing or emailing to the Agility employee who provided this document to you. Customer Signature Section(Signing this Section Schedules the Scope of Work): V, ki - 3/Z___-j/Z'0 Signature of Company presentat l Date ZJ,.(4- t'G AW YLA MA KWW Print Name Title fvirn te,Quick cod toSo ieforlic-iPswt;'nloeTs AgilityCG,corn Completion Section: By Signing below, you are acknowledging that all work listed in the scope of work section has been completed to your satisfaction.Any additional work required will be billed as a separate Scope of Work and/or Change Order at prevailing Agility Communication Group rates. Signature of Company Representative Date Njmb ,Qtvckoc id,?eady to Sohe fcr'io'pso:ution gia iyCG,Carrt SCHEDULE A INFORMATION # Description Price 1 Vuesion Migration $344,246.00 2 Agility Support Services $ 17,583.30 60 Hour Block Moves/Adds/Changes 3 Session Manager System Enablement and $ 4,000.00 Session Manager System Upgrade 4 Messageing Model to OL Migration &Aura $ 16,115.00 Upgrade 5 AES Upgrade $ 8,364.54 6 Agility Support Services $ 7,816.67 7 AVAYA SA Support,Virsae,Servion $127,944.42 576,059,93 8 PAID for services Agility rendered after the DIR $153,344.42 agreement lapsed Schedule A Order Summary taMM3NiCnrONR UNpUi' Client Legal Name: Ctty of Fort Worth water Dept Agility Address: 120 E FM 544 Ste.72 PMB 349 Client Contact Bubba Plunk City: Murphy el.No.; 817-392-2687 State,Zip: TX,75094 Client Address: 1 Agility Contact: Street: 200 Texas Street Name: April Fiori City: Fart Worth Tel No, 972-715-B916 State,Zip: TX, 76102 email afiorl a lllt C .COiTI ns a s Ion a ivory Address 1different) g Street: �Mefh0 of Payment: Lease Cash City: Check No.: Email verlon. lunk tortworthtexas.or Contract o.: ----- __ ---- F Or er o.: Client's Order for Products are Summarized as Follows Below: Product Description Quantity Price Ext Price Warranty Term(MO) Vuesion Select base software 1 $3,255.00 $3,255.00 Agent licenses with software(120 named agents) 60 $465.00 $27,900.00 Supervisor licenses with software&management 14 $651.00 $9,114.00 Vuesion dashboardlwallboard 2 $651.00 $1,302.00 QueuelAnnouncemert voice channels 30 $233.00 $6,990.00 Vuesion Backup license(requires 2nd server/VmWare VM) 1 $25,352.00 $25,352.00 oIP station monitoring software per 50 extensions 2 $1,116.00 $2,232.00 Concurrent recorder session. RequifesAvayall'PhoneNuesionE 60 $23100 $13,980.00 Agent recording scoring SO $186.00 $11,160.00 Agent screen recording 60 $250.00 $15,000.00 FM:Basse Software 1 $7,800.00 $7,800.00 WFM:Manager License(Scheduling&WFM)get 4 add'I at no charge,total of 8 4 $2,250,00 $9,000.00 WPM Agent:Scheduler&Viewer 60 $350.00 $21,000.00 FM:Forecasting 60 $200.00 $12,000.00 Virtual Queue Callback 1 $7,254.00 $7,254.00 Queue/Announcement voice channels 10 $233.00 $2,330.00 Callback queue 6 $465.00 $2,790.00 Vuesion Integration Screen Pop Database connection base 2 $7.254,00 $14,508.00 uesion integration Screen Pop Agent database screen pop 60 $180.00 $11,160.00 Vuesion integration Screen Pop integration Pro Services 2 $4,800.00 $9,600-00 Vuesion 1VR Base software 1 $7,068.00 $7,068.00 uesion IVIR database connection base 1 $7,254.00 $7,254.00 Vuesion IVR integration Pro services 2 $4,800.00 $9,600.00 Design,Configuration,Installation and Training 1 $56,052.00 $56,052.00 1st year-SQAIMaintenance 1 $40,765.00 $40,765.0012Months Agility Project Management 1 $2,580.00 $2,580.00 Integration for Selectron lVR 1 $1,200.00 $1,200.00 CM integration to Vuesion 1 $6,000.00 $6.000.00 1 $0,00 $0.00 1 $0.00 $0.00 Strblutal Is 344,246-00 Subtotal Other Page $0.00 Other ' Shipping Charges " -- Estimated Dellvery Date: Taxes (Estimated In-Service Date: Total $ 3414-246.06 Remarks: Advance Payment $ 172,123.00 iTaxes are not included in this quote, Balance Due - Terms: 50%advance payment, after Software,Final after completion of project CI€ent's Order for Services are Summarized as Follows Below: Service Order Code Term(Months) Hours Preferred One-Time Charges Monthly Charges Initial here Total CLIENT'S SIGNATURE BELOW ACKMOWLEDGFS THAT CLIENT HAS READ AND ACCEPTED THE TERMS AND CONDITIONS OF THE ABOVE REFERENCED CONTRACT,THE CLIENT AUTHORIZES Agility Communications Group TO OBTAIN CREDIT INFORMATION PRIOR TO ACCEPTING THIS ORDER. CLIENT AGREES TO PAY INVOICES DUE UPON RECEIPT IN ACCORDANCE WITH AGILITY'S PAYMENT TERMS. ANY INVOICES NOT PAID WITHIN(5)BUSINESS DAYS OF THE DATE ON THE INVOICE ARE SUBJECT 1'O A LATE PAYMENT FEE. Please note: *All applicable federal,state and local taxes will be applied to the final install price and included on the final invoice. **Actual shipping charges may be applied at final invoice. Client: Agility Communications Group LLC: ,_; (Legal Entity Name) (Legal Entity Name) (Authorized Signature) (Authorized Signature) Type or Printed Name,The (Type or Printed Name,Title) (Date) (Dav) Z Schedule A Order Summary Client Legal Name: City of Fort Worth Water Dept Agility Address: 120 E FM 544 Ste,72 PMB 349 Client Contact: Bubba Plunk City: Murphy Tel-No.: 817-392-2687 _ State,Zip: TX 75094 Client Address: Agility Contact: Street: 200 Texas Street Name, April Fiori City: Fort Worth Tel.No.: 972-715-8916 State,zip: _ TX, 76102 email InstallationiDelivory Address(If-di cren Street: Method of Payment: Los" Ca-Rh City: Check No.: Email: verlon.plunkta"7.fortwotthtexas.orcl Contract o.: order o.: Client's Order for Products an)Summarized as Fallows Bebw: Product Description Quantity Price Ext Price Warranty Term(MO) Agility Support Services Effective 411120-8/31/20 5 $1.116.86 $5,583.30 60 hour block-Moves/Adds/Changes 1 $12,000.00 $12,000,00 $0.00 $0.00 $0.00 $0.00 $0.00 $0,00 $0.00 $0,00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $D.00 $0.00 $0.00 $0.00 $0.00 $0.00 _ $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 MOB $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0,00 $0.00 $0.00 WOO $0.00 $0,00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0,00 $0.00 1 _ $0.00 $0.00 Subtotal '�$ 37,583.30 -5 17,b83=30 Subtotal Other Page $0.00 Other hipping Charges Estimated Delivery Date: Taxes Estimated In-Service Date: Total $ 13,1i4731i Remarks: Advance Payment ITaxes are not included in this quote.AGO Support Wrap will be billed. The 12,000 will be billed upon usage. Batance Due 17,583_30 Client's Order for Services are Summarized as Follows Below: Service Order Code Term(Months) I Hours Preferred One-Time Charges Monthly Charges initial here Total CLIENTS SIGNATURE BELOW ACKNOWLEDGES THAT CLIENT HAS READ AND ACCEPTED THE TERMS AND CONDITIONS OF THE ABOVE REFERENCED CONTRACT,THE CLIENT AUTHORIZES Agility Communications Group TO OBTAIN CREDIT INFORMATION PRIOR TO ACCEPTING THIS ORDER. CLIENT AGREES TO PAY INVOICES DUE UPON RECEIPT IN ACCORDANCE WITH AGILITY'S PAYMENT TERMS. ANY INVOICES NOT PAID WITHIN(5)BUSINESS DAYS OF THE DATE ON THE INVOICE ARE SUBJECT TO A LATE PAYMENT FEE. Please note: *All applicable federal,state and local taxes will be applied to the final install price and included on the final invoice. -Actual shipping charges may be applied at final invoice. Client: Agility Communications Group LLC: (Legal Entity Nam.) (Legal Entity Name) (Aulh.rized Signature) (Auih.ii-d Signature) Type or Printed Name,Title {Type or Printed Name,Title) (Date) (Date) tt�lf_IT�-r' Schedule A Order Summary CI€ent Legal Name: City of Fort Worth Water Dept Agility Address: 120 E FM 544 Ste.72 PMD 349 Client Conlacl: Bubba Plunk City: Murphy el.No.: 317-392-2667 State,Z#p: TX,75094 Client Address: Agility Contact: Street: 200 Texas Street Name: April Fiori City: Fort Worth Tel,No,: 972-715-8916 State,Zip: TX, 76102 email of art 3 Ill C .COCn ns a a Ton a rvery Address 1 different) _ �--� n Street Method of Payment Lease Cash City: Check No.: Email: verlon. Junk fortworth texas.or on ract No.: Order o.: Client's Order for Products are Summarized as Follows Below. Product Description Quantity Price Ext Price Warranty Term(MO) AURA R8 CM VIRTUAL PLATFORM SOLUTION UPGRADE TRA 1 $0.00 $0.00 AURA R8 CM VE VAPPLIANCE SYS ENTBLEMENT 1 $0.00 $0.00 AURA SYSTEM MANAGER R6 VE VAPPLIANCE SYSTEM 1 WOO $0.00 URA SYSTEM MANAGER R8 LIC:DS 1 $0.06 $0.00 SESSION MANAGER IRS VE VAPPLIANCE Y TEM ENABLEME 1 $0.00 $0.00 DEVICE SERVICES R8 VE VAPPLIANCE SYSTEM ENABLEME 1 $0.00 $0.00 SESSION MANAGER R8 SYSTEM UPGRADE ENTITLEMENT LI 1 $OAO $0.00 Project Managemnent,Installation 1 $4,000.00 $4,000.00 $0.00 $0.00 WOO $o.00 $0.00 $0,00 $O.OD $0.00 $0.00 $0.00 $0.00 $0.00 WOO $0.00 $0-00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0,00 $0.00 $0.00 $0.00 $0.00 $0.00 $0,00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.()0 $0.00 $0.00 $0.00 $0.00 $0,00 $0.00 $0-00 1 $0.00 $0.00 Subtotal $ 4,000.DD Subtotal Other Page $a.00 _ Other Shipping Charges - - Estimated Dellvery Date: Taxes Estimated In-Service Date: Total $ _ I.:��:: Remarks: Advance Payment iTaxes are not included in this quote. ante Due 4,MO.Op Client's Order for Services are Summarized as Follows Below. Service Order Code Term(Months) Hours Preferred One-Time Charges Monthly Charges initial here Total CLIENT'S SIGNATURE BELOW ACKNOWLEDGES THAT CLIENT HAS READ AND ACCEPTED THE TERMS AND CONDITIONS OF THE ABOVE REFERENCED CONTRACT,THE CLIENT AUTHORIZES Agility Communications Group TO OBTAIN CREDIT INFORMATION PRIOR TO ACCEPTING THIS ORDER. CLIENT AGREES TO PAY INVOICES DUE UPON RECEIPT IN ACCORDANCE WITH AGILITY'S PAYMENT TERMS. ANY INVOICES NOT PAID WITHIN(5)BUSINESS DAYS OF THE DATE ON THE INVOICE ARE SUBJECT TO A LATE PAYMENT FEE. Please note: *All applicable federal,state and local taxes will be applied to the final install price and included on the final invoice. **Actual shipping charges may be applied at final invoice. Client: Agility Communications Group LLC: (Legal Entity Name) (Legal Entity Name) (Authonzed Signalum) (Aulhonzed Signature) ype or Printed Name,Title (Type or Pdnted Name,Title) (Date) (Date) F�=tt-ITS Schedule A Order" Summary 4PMn,ufi,cnrya»s an O,si Client Legal Name: City of Fort Worth Water Dept - Agility Address: 120 E FM 544 Ste.72 PMB 349 Client Contact: Bubba Plunk City: Murphy To]-No.: 817-392-2687 Stale,Zip: TX,75094 Client Address: Agility Contact: Street: 200 Texas Street Name: April Fiori City: Fart Worth Tel.No.: 972-715-8916 State,Zip: _ Tx 76102 email aflorl cOa Iht C .COrn Ins a aion elvery ress I different) Street; Method of Payment: Lease Cash City: Check No.: Email: verlon.plunkpforlwofthlexas.org o roc o.: `--i' Order o.: Client's Order for Products are Summarized as Follows Below: Product Description Quantity Price Ext Price Warranty Term(MO) IX MESSAGING MODEL NEW 1 $0.00 IX MESSAGING R10 VOICE PORT TRACKING 8 $0,00 $0.00 IX MESSAGING R10 NEW SYSTEM TRACKING 1 $0.00 $0.00 AURA RB CORE SUITE IX MSG RIO 8SC TOADV UPLIFT DISC 150 $9.87 $1,480.50 AURA R8 SUITE IX MESSAGING R10 SOFTWARE ONLY ENAB 1 $0.00 $0.00 URA R8 CORE SUITE UPGRADEJUPLIFT UA SOFTWARE LIC: 150 9-0 0 $2,850.00 Project Management 1 $1,200.00 $1,200.00 Installation,Programming and Design 1 $10,400.00 $10,400.00 SA Preferred Supt CORE IXMSG R10 BSC 150 $1.23 $184.50 6 months $D 00 $0.00 $0.00 $0.0a $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0,00 $0.00 $O.UO $0.00 $0.00 $0.00 $0.00 $0,00 $0.00 $0.00 $0.00 $0.00 $0,00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $D.DO 1 $O.OU $0.00 Subtotal $ 16.115-BD Subtotal Other Page $0,00 Other Shipping Charges Estimated Delivery Date: Taxes Estimated rn-Service Date: Total $ Remarks: Advance Payment $ 5,057.50 axes are not included in this quote. Balance Due ].0L7--- arms: 50%advance payment,40110 after Software,Final after completion of project Client's Order for Services are Summarized as Follows Below: Service Order Code Term(Months) Hours Preferred One-Time Charges Monthly Charges initial here Total t � ■ CLIENTS SIGNA-fURE BFLOW ACKNOWLEDGES THAT CLIENT HAS READ AND ACCEPTED THE TERMS AND CONDITIONS OF THE ABOVE REFERENCED CONTRACT,THE CLIENT AUTHORIZES Agility Communications Group TO OBTAIN CREDIT INFORMATION PRIOR TO ACCEPTING THIS ORDER. CLIENT AGREES TO PAY INVOICES DUE UPON RECEIPT IN ACCORDANCE WITH AGILITY'S PAYMENT TERMS. ANY INVOICES NOT PAID WITHIN(5)BUSINESS DAYS OF THE DATE ON THE INVOICE ARE SUBJECT TO A LATE PAYMENT FEE. Please note: *All applicable federal,state and local taxes will'be applied to the final install price and included on(he final invoice_ -Actual shipping charges may be applied at final invoice. Client: Agility Communications Group LLC: (Lagal Entity Name) (Legal Entity Name) (Aulhedzed Signature) (Adharized Signature) ype or Primed Nama,Title (Type or Pdnled Name,Title) Gate) (Date) -' Schedule A Order Summary c VA+NVHCATiONS UHPcr' Client Legal Name: My of Fort Worth Water Dept Agility Address: 120 E FM 544 Ste.72 PMB 349 Client Contact Subba Plunk City: Murphy Tel.No.: 817-392-2687 State,Zip: TX,75094 Cuent Address: T Agility Contact: Street: 200 Toxas Street Name: April Fion City: Fort Worth Tel.No.: 972-715-8916 State,Zip: TX, 76102 email afiori(U7agifitycg.com ns a a ran a Very Address(if diffeir-JIT = Street: Method of Payment: Lease Cash City: Check No.: Email: verlon. ILtnk tortworthtexas.or o n tract o.: nt's Order far Products are Summanzed as FollowsBelowProduct Description Quantity Price Ext Price Warranty Term(MO) PL ENBLMNT RS BASIC TSAPI UPGRADE LIC:DS;CU 438 $12.59 $5,514.42 ENBLMNT R8 VE VIRTUAL APPLIANCE ENABLEMENT 1 $0.00 $0.00 PPL ENBLMNT R8 UPGRADE SYSTEM TRACKING 1 $0.00 $0,00 CM R8 ASAI ALL FEATURES AND❑ 0.00 $0,00 APPLICATION ENABLEMENT R8.1.1 SOFTWARE ONLY MEDIA 1 $27.00 $27.00 SA PREFER SUPT AES R8 BASK TSAPI 1 YR PREPD 438 $3.19 $1,398.12 S MONTHS Project Management andlnstallation 1 $1A25.00 $1,425.00 $0.00 $0.00 $0-00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Won $0.00 $0.00 $0.00 $0.00 $o.OG $0.00 $0.00 $0.00 $0-00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $om $0.00 $0.00 $D.Do 1 $0.00 $0.00 Subtotal $ 8,364.54 Subtotal Other Page $0.00 Other Shipping Charges Estimated Delivery Date: Taxes Estlmated ln-Service Date: 'total $ f0rM E4 Remarks: Advance Payment 1$ 4,182.27 axes are not included in this quote. Balance Due Lr Terms: 50° advance payment,40%after Software,Final after completion of project Clienfs Order for Services are Summarized as Follows Below: Service Order Code Term(Months) Hours Preferred One-Time Charges Monthly Charges Initial here Total own CLIENT'S SIGNATURE BELOW ACKNOWLEDGES THAT CLIENT HAS READ AND ACCEPTED THE TERMS AND CONDITIONS OF THE ABOVE REFERENCED CONTRACT,THE CLIENT AUTHORIZES Agility Communications Group TO OBTAIN CREDIT INFORMATION PRIOR TO ACCEPTING THIS ORDER. CLIENT AGREES TO PAY INVOICES DUE UPON RECEIPT IN ACCORDANCE WITH AGILITY'S PAYMENT TERMS, ANY INVOICES NOT PAID WITHIN(5)BUSINESS DAYS OF THE DATE ON THE INVOICE ARE SUBJECT TO A LATE PAYMENT FEE. Please note: `Ail applicable federal,state and local taxes will be applied€o the final install price and included on the final invoice. **Actual shipping charges may be applied at final invoice. Client: Agility Communications Group LLC: f (Legal Entity Name) (Legal Entity Name) (Authod�d Signature) (Authorized Signature) ype or Printed Name,Title (Type or Printed Name,Title) (Date) (Date) CdMPh[INICA73pNS r� AMNS GR0l3P Schedule A ®rider Summary Nlmhla,oaltk acid Ready w Solva Client Legal Name: City of Fort Worth Water Dept Agility Address: 120 E FM 544 Ste,72 PMB 349 Client Contact: Charmaine Baylor City: Murphy Tel.No.: Slate,Zip: TX,75094 Client Address: Agility Contact: Street: 200 Texas Street Name: April Fiori City: Fort Worth Tel.No.: 972-715-8916 State,Zip: TX,76102 Email: afiori@agilitycg.com Instal latlonlDel[very Address(if different) r Street: Method of Payment: Lease CashlCheck City: Check Na„ Email: charmaine.baylor@fortworthtexas.goy Contract No.: Order No.: This order is goverened by and subject to the termas of the Products&Services Purchase Agreement Terms and Conditions signed by the parties on October 15,2018 and October 17,2018, respectively. warranty Term Product Description Quantity Price (MO) 0 $ EFFECTIVE DATES 911l19-3131t20 0 $ 0 $ Agility Support Services 1 $ 7,816.67 0 $ 0 $ 0 $ n 0 $ 0 $ 0 $ o $ 0 $ 0 $ Subtotal $ 7,816.67 $ 7.816,67 Subtotal Other Page Other Shipping Charges *See Note Estimated Delivery Date: Taxes *See Nate Estimated In-Service Date: Total $ 7 I,iO•- Remarks: Advance Payment $ Balance Due $ +.)I rC<67 Client's Order for Services are Summarized as Follows Below: Service Order Code Term(Months) Hours Preferred Effective End initial here Agility Advisor Support 7 M-F 8AM to 5PM 9/1/2019 3/31/2020 Total GROMMET CLIENT'S SIGNATURE BELOW ACKNOWLEDGES THAT CLIENT HAS READ AND ACCEPTED THE TERMS AND CONDITIONS OF THE ABOVE REFERENCED CONTRACT,THE CLIENT AUTHORIZES Agility Communications Group TO OBTAIN CREDIT INFORMATION PRIOR TO ACCEPTING THIS ORDER. CLIENT AGREES TO PAY INVOICES DUE UPON RECEIPT IN ACCORDANCE WITH AGILITY'S PAYMENT TERMS. ANY INVOICES NOT PAID WITHIN(5)BUSINESS DAYS OF THE DATE ON THE INVOICE ARE SUBJECT TO A LATE PAYMENT FEE. Please note: *All applicable state and local taxes will be applied to the final install price and included on the final invoice. **Actual shipping charges may be applied at final invoice. Client: Agility Communications Group LLC: I I (Legal Entity Name) (Legal Entity Name) (Authorized Signature) (Authorized Signature) (Type or Printed Name,Title) (Type or Printed Name,Title (Date) (Date) 7'2 a FISIL-1-rY COMMUNICATIONS GROUP Schedule A Order rd a r Summary Nlrnblc,Quick and Ready to Solve 1 Client Legal Name: City of Fort worth water Department Agility Address: 120 E FM 544 Ste.72 PMB 349 Client Contact: Charmaine Baylor Cify: Murphy Tel.No.: State,Zip: TX,75094 Client Address: Agility Contact: Straei: 200 Texas Street Name: April Rod City: Fort Worth Tel.No.: 972-715-8916 State,Zip: TX,76102 Email: afiori@agiiitycg.com InstallationlDolivery Address(if different) Street: Method of Payment: Lease CashlCheck City: Check No.: Ernail: charmaine.baylor(dlfortworthtexas.gov Contract No.: Order No.: Client's Order for Products are Summarized as Follows Below: Warranty Term Product Description Quantity Price (MO) 0 $ 12 MONTH CONTRACT 911119-8131/20 0 - NA SA ON-SITE 8X5 CM MED GTWY 1YPP 1 $ 1.125.60 SA ON-SITE 8X5 CM SM SRV 1YPP 1 $ 742.92 SA PREF TRKG REMOTE SITE AVAYA AURATM R6 1 $ - SA ON-SITE 8X5 APPL MED SRV R21D 1YPP 1 $ 1.350.72 SA ON-SITE 24X7 CMS LOW END SRV 1YPP 1 $ 2,565.96 SA ON-SITE 8X5 CM LG GTWY 1YPP 2 $ 2,389A2 SA ON-SITE 24X7 CM MED SRV R2H 1YPP 1 $ 1.945.08 SA ON-SITE 8X5 MM MSSIMAS SRV 1YPP 1 $ 3,466.92 SA ON-SITE 8X5 MM MSSIMAS SRV IYPP 1 $ 3,466.92 SA PREF AES R5 ASAI AURA R6 1YPP 1 $ 4,822.92 SA PREF AES R6 BSC TSAPI 1YPP 438 $ 1,734.48 SA PRFF AES R6 CVLAN 1YPP 1 $ 7,820.28 SA PREF AES R6 ADV TSAPI LG tYPP 1 $ 3,317.64 SA PREF AES R6 DMCC BASIC 1 YPP 101 $ 399.96 SA PREF AES R6 DMCC BASIC 1YPP 236 $ 934.56 SA PREF AES R6 UNFD DSKTP 1YPP 905 $ 415.80 SA PREF AES R6 UNFD DSKTP 1YPP 165 $ 653.40 SA PREF AURA R6 FND 1YPP 150 $ 3,276.00 UPG ADV AURA R6 FND 1YPP 150 $ 2,250.00 SA PREF CC R6 ELITE MULTI CH 1YPP 101 $ 8,387.04 SA PREF CCR6 ELITE AGT 251+1YPP 101 $ 7,914.36 SA PREF CMS R17AGT 101-2501YPP 1n1 $ 2,860.32 SA PREF CMS R17 SUPERVISOR 1YPP 11 $ 887.72 SA PREF CMS R17 INITIAL ACID 1YPP 1 $ - SA PREF ADS SAL GTWY SFTW ONLY 1 $ - SA PREF ASBCE R7 STD 1-500 1YPP 76 $ 848.16 SA PREF ASBCE R7 VE VAPP 1YPP 1 $ - UPG ADV ASBCER7 STD 1-5001YPP 76 $ 328.32 SA PREF SM R7 VE VAPP LIC 1YPP 1 $ SA PREF SM R7 SYSTEM LIC 1YPP 1 $ SA PREF VHF012 WFO PK 1YPP 82 $ 23,665.20 UPG ADV WFO12 WFO PK 1YPP 82 $ 7,724.40 SA ON-SITE 24X7 CMS LOW END SRV 1YPP 1 $ 2,565.96 SA ON-SITE 24X7 CM LG GTWY 1YPP 1 $ 1,192,96 SA ON-SITE 24X7 CM MED SRV 1YPP 1 $ 2,431.44 SA PREF TRKG REMOTE SITE AVAYA AURATM R6 1 $ UPG ADV CMS R17 HA AGT 101-250 1YPP 101 $ 702.96 Servion ServGare Gold Support(24x7) t $ 19.500.00 Virsee 1 Year Renewal f $ 6,256.50 0 $ -- -------- Subtotal $ 127,944.42 $ 127,944.42 Subtotal Other Page Other Shipping Charges 'See Note Estimated Delivery Date: Taxes "See Note Estimated En-Service Date: Total $ Q7,v44.42 Remarks: Advance Payment $ Balance Due $ 1121_944.42 Client's Order for Services are Summarized as Follows Below: Service Order Code Term(Months) Hours Preferred Effective End initial here M-F BAM to 5PM Total CLIENT'S SIGNATURE BELOW ACKNOWLEDGES THAT CLIENT HAS READ AND ACCEPTED THE TERMS AND CONDITIONS OF THE ABOVE REFERENCED CONTRACT,THE CLIENT AUTHORIZES Agility Communications Group TO OBTAIN CREDIT INFORMATION PRIOR TO ACCEPTING THIS ORDER. CLIENT AGREES TO PAY INVOICES DUE UPON RECEIPT IN ACCORDANCE WITH AGILITY'S PAYMENT TERMS. ANY INVOICES NOT PAID WITHIN(5)BUSINESS DAYS OF THE DATE ON THE INVOICE ARE SUBJECT TO A LATE PAYMENT FEE. Please note: *All applicable state and local taxes will he applied to the final install price and included on the final invoice. —Actual shipping charges may be applied at final invoice. Client: Agility Communications Group LLC: — _ - — j (Legal Entity Name) (Legal Entity Name) (Authorized Signature) (Authorized Signature) (Type or Printed Name,Title) (Type or Printed Name,Title (Date) (Date) ooldduNIWIONs GROUP Schedule A Order Summary Nimcle,Quick and Reedy to Solve Client Legal Name; City of Fort Worth Water Department Agility Address: 120 E FM 544 Ste.72 PMB 349 Client Contact: Charmaine eaylm City: Murphy Tel.No.: State,Zip: TX,75094 Client Address: Agility Contact: Street: 200 Texas Street Name; April Fiori City: Fort Worth Tel.No.: 972-715-8916 State,ZIP: TX,76102 Email: afinrl@;igf)ityeg.com lnstallatlonlDellvory Address(if different) Street: Method of Paymant: Lease CashlCh k City: Check No.: Emaii: charmaine.baV]or6Mfortworthtexas.gov Contract No.: Order No,: Client's Order for Products are Summarized as Follows Below: Warranty Term Product Description Quantity Price (MO) GSA GS-35F-0156V 0 $ 12 MONTH CONTRACT 911119-8f3V20 0 - NA SA ON-SITE 8X5 CM MED GTWY 1YPP 1 $ 1,125.60 SA ON-SITF 8X5 CM SM SRV 1YPP 1 $ 742.92 SA PREF TRKG REMOTE SITE AVAYA AURATM R6 1 $ - SA ON SITE 8X5 APPL MED SRV R2D 1YPP 1 $ 1,350.72 SA ON-SITE 24X7 CMS LOW END SRV 1 YPP 1 $ 2,565.96 SA ON-SITE 8X5 CM LG GTWY 1YPP 2 $ 2,389.92 SA ON-SITE 24XY CM MED SRV R2H 1YPP 1 $ 1.945.08 SA ON-SITE 8X5 MM MSSIMAS SRV 1YPP 1 $ 3.466.92 SA ON-SITE 8X5 MM MSSIMAS SRV 1YPP 1 $ 3,466.92 SA PREF AES R5 ASAI AURA RS 1YPP 1 $ 4,022.92 SA PREF AES R6 BSC TSAPI 1YPP 438 $ 1,734.48 SA PREF AES R6 CVLAN 1YPP 1 $ 7,820.28 SA PREF AES R6 ADV TSAPI LG 1YPP 1 $ 3,317.64 SA PREF AES R6 DMCC BASIC 1YPP 101 $ 399.96 SA PREF AES RG DMCC BASIC 1YPP 236 $ 934.56 SA PREF AES R6 UNFD DSKTP 1YPP 105 $ 415.80 SA PREF AES R6 UNFD DSKTP 1YPP 165 $ 653.40 SA PREF AURA R6 FND 1YPP 150 $ 3,276.00 UPG ADV AURA R6 FND 1YPP i50 $ 2,250.00 SA PREF CC R6 ELITE MULTI CH 1YPP '0' $ 8,387.04 SA PREF CCRG ELITE AGT 251+iYPP lot $ 7.914.35 SA PREF CMS R17 AGT 101-250 1YPP 101 $ 2,860.32 SA PREF CMS R17 S IPFRVISOR I 11 $ 887.72 SA PREF GMS R17 INITIAL ACD 1Y P 1 $ SA PREF ADS SAL GTWY SFTW NLY 1 $ SA PREF ASBCE R7 STD 1-50 'YPP 76 $ 848.16 SA PREF ASBCE R7 VE VAPAYPP 1 $ UPG ADVASBCER7STD4001YPP 76 $ 328.32 SA PREF SM R7 V/PK LIC 1YPP 1 $ - SA PREF OM R7 S TIC 1YPP 1 $ SA PREF WF012_�11"""''' 1YPP 82 $ 23,665.20 UPG ADV WFOIYWFO PK 1YPP 82 $ 7,724.40 SA ON-SITE 24 7 CMS LOW END SRV iYPP 1 $ 2,565.96 SA ON-SITE,24X7 CM LG GTWY 1YPP 1 $ 1.102.96 SA ON-SIj;d24X7 CM MED SRV 1 YPP 1 $ 2,431.44 SA PREF TRKG REMOTE SITE AVAYA AURATM R6 1 $ - UPG ADV CMS R17 HA AGT 101-250 IYPP i01 $ 702.96 Agility Advisor Support-Includes 9ervion ServCare Gold Support(24x7) 1 $ 32,900.00 Agility 60 hour block time for MovesfAddslChanges 1 $ 12,000.00 Virsse 1 year Renewal 1 $ 6,256.50 0 $ - Subtotal $ 153,344.42 $ 153,344.42 i Subtotal Other Page I' Other Shipping Charges 'see Nate ;, Estimated Delivery Date: Taxes ,See Note } Estimated In-Service Date; Total $ 153,344.42 Remarks: Advance Payment $ - Balance Due $ 153.344.42 Client's Order for Services are Summarized as follows Bel❑w. r Service Order Code Term(Months) Hours Preferred Effective End Initial here Agility Advisor Support 12 M-F 8AM to 5PM 9A.19 8,31.20 Total CLIENT'S SIGNATURE BELOW ACKNOWLEDGES THAT CLIENT HAS READ AND ACCEPTED THE TERMS AND CONDITIONS OF THE ABOVE REFERENCED CONTRACT,THE CLIENT AUTHORIZES A9111ty Communications Group TO OBTAIN CREDIT INFORMATION PRIOR TO ACCEPTING THIS ORDER. CLIENT AGREES TO PAY INVOICES DUIE UPON RECEIPT IN ACCORDANCE WITH AGILITY'S PAYMENT TERMS. ANY INVOICES NOT PAID WITHIN(5)BUSINESS DAYS OF THE DATE ON THE INVOICE ARE SUBJECT TO A LATE PAYMENT PEE. Please note: 'All applicable state and Incas taxes will be applied to the final Install price and included on the final invoice. "Actual shipping charges may be applied at final invoice. Client: Agility Comm untcatfons Group LLC: (Legal Entity Name) /! / (Legal Fmity Name) Agility munications Group-LLC (AuUrorized Signalare) t X a;/A l I - —tAuthorized Signature) (Type or Primed Name,Till-) Y 6N (7t,,4tr- JtT M4enottoype or Prinled Name,Title Amy Rpeeves, Controller Ito t,1 {Dale) 08.26.19 EXHIBIT B PAYMENT SCHEDULE SCHEDULE A INFORMATION SCHEDULE DESCRIPTION PRICE PAYMENT TERMS 1 Vuesion Migration $344,246.00 50%advance payment,20%after Software installation, 30% after completion of project 2a Agility Support Services $ 5,583.30 ACG Support Services will be billed. Net 30 2b 60 Hour Block Moves/Adds/Changes $ 12,000.00 The$12,000 for the 60 Hour Block will be billed upon usage. 3 Session Manager System Enablement and Session $ 4,000.00 Net 30 Manager System Upgrade 4 Messaging Model to OL Migration&Aura Upgrade $ 16,115.00 50%advance payment,50%after completion of project 5 AES Upgrade $ 8,364.54 50%advance payment,50%after completion of project 6 Agility Support Services $ 7,816.67 Net 30 7 AVAYASA Support,Virsae,Servion $127,944.42 Net 30 TOTAL 57�46Q.9� 8 PAID for services Agility rendered after the DIR $153,344.42 agreement lapsed City Secretary Contract No. EXHIBIT C NETWORK ACCESS AGREEMENT I. The Network. The City owns and operates a computing environment and network (collectively the"Network"). Vendor wishes to access the City's network in order to provide the City with maintenance,support,monitoring,upgrade of the AVAYA phone system,and implementation of the Vuesion Contact Center Suite. In order to provide the necessary support, Vendor needs access to the Water Department network. 2. Grant of Limited Access. Vendor is hereby granted a limited right of access to the City's Network for the sole purpose of providing description of services. Such access is granted subject to the terms and conditions forth in this Agreement and applicable provisions of the City's Administrative Regulation D-7 (Electronic Communications Resource Use PoIicy), of which such applicable provisions are hereby incorporated by reference and made a part of this Agreement for all purposes herein and are available upon request. 3. Network Credentials. The City will provide Vendor with Network Credentials consisting of user IDs and passwords unique to each individual requiring Network access on behalf of the Vendor. Access is being granted for purposes of completing services for the City pursuant to the Agreement and Access shall expire at the completion of the, or upon terinination of the Agreement,whichever occurs first. 4. Renewal. This Network Access Agreement shall be renewed in accordance with the Agreement if the following conditions are met: 4.1. Contracted services have not been completed; 4.2. Contracted services have not been terminated; and 4.3. Within the thirty (30) days prior to the scheduled annual expiration of this Agreement, the Vendor has provided the City with a current list of its officers, agents, servants, employees or representatives requiring Network credentials. Notwithstanding the scheduled contract expiration or the status of completion of services,Vendor shall provide the City with a current list of officers, agents, servants, employees or representatives that require Network credentials on an annual basis. Failure to adhere to this requirement may result in denial of Access and/or termination of this Network Access Agreement. 5. Network Restrictions.Vendor officers,agents, servants,employees or representatives may not share the City-assigned user IDs and passwords. Vendor acknowledges, agrees and hereby gives its authorization to the City to monitor Vendor's use of the City's Network in order to ensure Vendor's compliance with this Network Access Agreement. A breach by Vendor, its officers, agents, servants, employees or representatives, of this Agreement and any other written instructions or guidelines that the City provides to Vendor pursuant to this Network Access Agreement shall be grounds for the City immediately to deny Vendor access to the Network and Vendor's Data, terminate the Agreement and the Network Access Agreement,and pursue any other remedies that the City may have under the Agreement or this Network Access Agreement or at law or in equity. 5.1. Notice to Vendor Personnel—For purposes of this section,Vendor Personnel shall include all officers, agents, servants, employees, or representatives of Vendor. Vendor shall be responsible for specifically notifying all Vendor Personnel who will provide services to the City under this agreement of the following City requirements and restrictions regarding access to the City's Network: Vendor Services Agreement—Technology—Exhibit C Page 16 of 19 City Secretary Contract No. 5.1.1. Vendor shall be responsible for any City-owned equipment assigned to Vendor Personnel, and will immediately report the loss or theft of such equipment to the City; 5.1.2. Vendor, and/or Vendor Personnel, shall be prohibited from connecting personally-owned computer equipment to the City's Network; 5.1.3. Vendor Personnel shall protect City-issued passwords and shall not allow any third party to utilize their password and/or user ID to gain access to the City's Network; 5.1.4. Vendor Personnel shall not engage in prohibited or inappropriate use of Electronic Communications Resources as described in the City's Administrative Regulation D7; 5.1.5. Any document created by Vendor Personnel in accordance with this Agreement is considered the property of the City and is subject to applicable state regulations regarding public information; 5.1.6. Vendor Personnel shall not copy or duplicate electronic information for use on any non-City computer except as necessary to provide services pursuant to this Agreement; 5.I.7. All network activity may be monitored for any reason deemed necessary by the City; and 5.1.8. A Network user ID maybe deactivated when the responsibilities of the Vendor Personnel no longer require Network access 6. Termination. In addition to the other rights of termination set forth herein, the City may terminate this Network Access Agreement at any time and for any reason with or without notice, and without penalty to the City.Upon termination of this Network Access Agreement,Vendor agrees to remove entirely any client or communications software provided by the City from all computing equipment used and owned by the Vendor, its officers, agents, servants, employees and/or representatives to access the City's Network. 7. Information Security. Vendor agrees to make every reasonable effort in accordance with accepted security practices to protect the Network credentials and access methods provided by the City from unauthorized disclosure and use. Vendor agrees to notify the City immediately upon discovery of a breach or threat of breach which could compromise the integrity of the City's Network, including but not limited to, theft of Vendor-owned equipment that contains City-provided access software, termination or resignation of officers,agents,servants,employees or representatives with access to City-provided Network credentials, and unauthorized use or sharing of Network credentials. Vendor Services Agreement—Technology—Exhibit C Page 17 of 19 City Secretary Contract No. ACCEPTED AND AGREED: CITY: CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all By: performance and reporting requirements. Name: Dana Burg off Title: Assistant ty Manager Date: 3 z OW By: Name: Verlon Plunk APPROVAL RECOMMENDED: Title: IT Manager, Water Department APPROVED AS TO FORM AND LEGALITY: By: Na ftrctf, derTitl ater Department By: -4�A�7 Name: i0fin b. S ron ATTEST: Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: By: F ate Approved: Name: ary Kay i Title: City Secretai -m 1295 Certification No.: VENDOR: Agility Communications.Group, LLC. By: Name: Amy Reeves Title: Controller Date: 03.26.2020 rUFFICIAL RECO)R® City Secretary ContracC No. EXHMIT D VI';RIFICATION OF SIGNXfURE AUTHORITY Agility Communications Group,LLC 120 Ts`. FM 544 Suite 72 PUB 349 Murphy,Texas 75094 Services to be provided: maintenance, support,monitoring,upgrade of the AVAYA phone system, and implementation of the Vuesion Contact Center Suite Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind the Vendor and to execute any agreement, amendment or change order on behalf of Vendor. Such binding authority has b eon granted by proper order, resolution, ordinance or other authorization of Company. The City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Vendor.Vendor will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. The City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by the Vendor. 1. Name: Amy Reeves Position: Controller Signat e 2, Name: Position: ,Signature 3. Name: Position: Signature Name: V\' Signature of President/CFO Other Title: Date: - 4 INTEROFFICE MEMORANDUM DATE: March 26, 2020 TO: Financial Management Services Dept. —Purchasing Division City Secretary's Office FROM: Water Department RE: M&C 20-0194; Purchase Pursuant to Ordinance No. 24089-03-2020. The City Manager has authorized the purchase described in the above-referenced M&C. This purchase (i) can be handled via purchase order; (ii) does not require the provision of any services necessitating a more formal contract; and (iii) does not require an appropriation ordinance to complete the procurement. The City Manager is authorized to approve this purchase pursuant to Ordinance No. 24089-03- 2020 which was passed by the Fort Worth City Council on March 24, 2020. Purchase description: Attached are two original copies of the Vendor Services Agreement between Agility Communications Group (Agility) and the City of Fort Worth, which will allow Agility to provide the maintenance, support, monitoring, upgrade of the AVAYA phone system, and implementation of the Vuesion Contact Center Suite for the Water Call Center. The contract authorizes $561,560.00 for the first year, and $196,190 for each additional renewal term. The renewal of maintenance, support and monitoring will ensure the coverage and upgrade of the current and future hardware, software and infrastructure for the AVAYA phone system. The Vuesion software implementation will provide Water with an integrated and all-inclusive call center system with reporting, call queuing, monitoring, recording, quality assurance, reporting, analytics, forecasting, post call survey capabilities. Agents and Supervisors will have a single user interface to access all current and future add-on modules. The simplification of the current phone system provides the Water Customer Call Center with a speedier delivery, as well as an ease of use and training. APPROVED: gz"j Assistant City anage 3/24/2020 M&C Review CITY COUNCIL AGENDA FORTIVORTH DATE: _ 3/24/2020 REFERENCE **M&C 20- LOG NAME: 13P VUESION MIGRATION NO.: 0194 WATER JC CODE: P TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize Execution of Agreement with Agility Communications Group, LLC to Implement the Vuesion Contact Center Suite and to Provide Maintenance, Support, Monitoring, and Upgrade the AVAYA Phone System for the Water Department in an Amount Up to $551,560.00 for the First Year and Authorize Four Annual Renewals in an Amount up to $196,190.00 for Maintenance and Support (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize execution of a agreement with Agility Communications Group, LLC to ment the Vuesion Contact Center suite and to provide maintenance, support, monitoring, and upgrade the AVAYA phone system for the Water Department in an amount up to $551,560.00 for the first year and authorize four annual renewals in an amount up to $196,190.00 for maintenance and support. DISCUSSION: The Water Department approached the Purchasing Division to conduct a bid for an annual Agreement for maintenance, support, monitoring, upgrade AVAYA Phone System, and Implement the Vuesion Contact Center Suite. The Invitation to Bid (ITB) was advertised in the Fort Worth Star-Telegram on Wednesdays beginning December 18, 2019 through January 8, 2020, with detailed specifications for the Water Department call center upgrade. The evaluation factors included Vuesion Contact Center for AVAYA Aura Migration, system upgrade, maintenance & support, and systems integrations. Forty-five vendors were solicited from the purchasing vendor database system; one response was received from Agility Communications Group, LLC. The proposal received was reviewed by an evaluation committee consisting of city staff from the Water Department. The purchase agreement with Agility Communications Group, LLC will upgrade its Water Customer Call Center through implementation of the Vuesion Contact Center suite ("Vuesion") and also renew the annual maintenance, support and monitoring of the AVAYA phone system for the first year in the amount of$551,560.00 and $196,190.00 for each additional renewal term for maintenance and support of both Vuesion and AVAYA. The renewal of maintenance, support and monitoring will ensure the coverage and upgrade of current and future hardware, software and infrastructure for the AVAYA phone system. The Vuesion software implementation will provide Water with an integrated and all- inclusive call center system with reporting, call queuing, monitoring, recording, quality assurance, reporting, analytics, forecasting, post call survey capabilities. Agents and Supervisors will have a single user interface to access all current and future add-on modules. The simplification of the current phone system provides the Water Customer Call Center with a speedier delivery, as well as an ease of use and training. In addition, by reducing the multi-vendor maintenance and support of the current integrated system, annual maintenance and support costs will decrease by over$90,000.00 per year. An administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. A waiver of the goal for MBE/SBE subcontracting requirements was requested by the Purchasing Division and approved by the M/WBE Office, in accordance with the BDE Ordinance, because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible. http://apps.cfwnet.org/council_packet/mc_review.asp?ID=27763&counciIdate=3/24/2020 1/2 3/24/2020 M&C Review Upon City Council approval, this Agreement shall begin on April 1, 2020 and end on March 31, 2021. This agreement may be renewed for up to four additional one-year terms. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are available in the current operating budget, as appropriated, of the Water& Sewer Fund to support approval of the above recommendation and award of the contract. Prior to an expenditure being made, the Water Department has the responsibility to validate the availability of funds. BQN\\ TO _ Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year (Chartfield 2) FROM Fund Department Account Project Program I Activity Budget Reference# Amount ID I ID Year (Chartfield 2) Submitted for City Manager's Office by: Kevin Gunn (2015) Originating Department Head: Reginald Zeno (8517) Additional Information Contact: Cynthia Garcia (8525) Jeff Cope (8355) ATTACHMENTS http://apps.cfwnet.org/council_packet/mc_review.asp?ID=27763&councildate=3/24/2020 2/2 Soto, Vania Elizabeth From: Baylor, Charmaine Sent: Thursday, May 7, 2020 2:47 PM To: Soto,Vania Elizabeth Cc: Strong,JB Subject: FW: Contract Error in Compensation - CSC 53733,Agility Communications Importance: High Hi Vania: We have a typo in CSC 53733 for Agility Communications. The Compensation number says$561,560 and SHOULD say $551,560. The number is written out correctly in the word description and the M&C is for$551,560. 1 spoke with our attorney,JB Strong, and he advised that I ask the Vendor if they are fine with having you make this correction by hand, it being a scrivener's error. Below is the thread where our Account Representative,April Fiori, of Agility Communications says she is fine with us making the change. Ron instructed me to forward this to you. Is there anything else you need to make this correction? Charmaine Baylor Sr. IT Business Planner, Water IT Fort Worth Water Department 200 Texas Street Fort Worth, Texas 76102 Phone: (817)392-6629 Email: Charinaine.b4ylor@fortworthtexas.gov e,fortworthtexas.gov City of Fort Worth— Working together to build a strong community. WRT WORTH., From:April Fiori<afiori@agilitycg.com> Sent:Thursday, May 7, 2020 2:28 PM To: Baylor, Charmaine<Charmaine.Baylor@fortworthtexas.gov> Subject: RE: Contract Error in Compensation ARh1�N The sender of this email could not be validated and may not match the person in the"From"field. CAUTION:This email originated from outside of the City of Fort,Worth email system.Do not click any links or open attachments unless you recognize the sender and know the content is safe. 1 Char, Agility is fine with correcting$561,560.00 and modifying it to$551,560.00 so we can move forward. Thanks, April April Fiori Senior Solutions Consultant Agility Communications Group AGILITY AnilbtO_cam COMMUNICATIONS GROUP Tent or Call:972.715.8916 or 720,306.0920 Email-AFiod@AgilityCG.com O D O kC8 From: Baylor, Charmaine<Charmaine.Baylor@fortworthtexas.gov> Sent:Thursday, May 7, 2020 1:06 PM To:April Fiori<afiori@agilitycg.com> Subject:Contract Error in Compensation Importance: High Hi April: When I sent the contract through, I must have fat fingered the number, which SHOULD be$551,560, but it says $561,560. The written words in the compensation area say five hundred fifty-one thousand,five hundred sixty dollars, which is correct. Law says to get this corrected, if you are okay with it, I can ask the City Secretary to correct the number by hand and we can move forward. Is this okay with you? Charmaine Baylor Sr. IT Business Planner,Water IT Fort Worth Water Department 200 Texas Street Fort Worth, Texas 76102 Phone: (817)392-6629 Email:Charmaine.ba for ,fortworthtexas.gov City of Fort Worth— Working together to build a strong community. DIRT WORTH., 2