Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
Contract 51401
FORT WORTH (°—y"-"rrrA.Ry CITY OF FORT WORTII COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement("Agreement")is entered into by and between Agility Communications Group LLC ("Seller")and the City of Fort Worth, ("Buyer"),a Texas home rule municipal corporation. The Cooperative Purchase Agreement includes the following documents which shall be construed in the order of precedence in which they are listed: 1. This Cooperative Purchase Agreement; 2. Exhibit A—Terms and Conditions; 3. Exhibit B— [Seller's Quote, Scope of Services or Purchase Order]; 4. Exhibit C—[Cooperative Agency Contract (e.g., NJPA, DIR, BuyBoard)]; and 5. Exhibit D—Conflict of Interest Questionnaire. Exhibits A, B, C and D which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. In the event of a conflict between Exhibit A — Terms and Conditions and Exhibit C—DIR-TSO-2654,then Exhibit A—Terms and Conditions shall control, but only to the extent allowable under DIR-TSO-2654. The amount to be paid to the Seller for all services performed and goods purchased heretmder is$160,000 per year. The undersigned represents and warrants that he or she has the power and authority to execute this Agreement and bind the respective Seller. Seller and Buyer have caused this Agreement to be executed by their duly authorized representatives to be effective as of the date signed below. Seller: Agility Communicationapr,oup LLC Authorized Signature: Printed Name: Amy Reeves "Title: Controller Date: 10.15.18 City of Fort Worth: Authorized Signature: Printed Name: Jesus Chapa Title: Assistant City Manager Date: FOFFICIAL RECORD CI_o .s. �a c� CITY OF FORT WORTH: APPROVED FOR 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 performance and reporting requirements. Bubba Plunk,IT Manager, Water Department Date: !Z' I t ! z 0 l cle- /I Chris Harder,Director,Water Department Date: J APPR ED S TO FORM AND LEGALITY: 7B trong, ssistant C' Attorney Date: F ORT ATTEST: �-A ary .Kayser, cr ry; Date: EXHIBIT A DDENDUM TO PRODUCT & SERVICE PURCHASE AGREEMENT TERMS AND CONDITIONS BETWEEN THE CITY OF FORT WORTH AND AGILITY COMMUNICATIONS GROUP AGILITY COMMUNICATIONS GROUP PRODUCT & SERVICE. PURCHASE AGREEMENT TERMS AND CONDITIONS NETWORK ACCESS AGREEMENT ADDENDUM TO PRODUCT & SERVICE PURCHASE AGREEMENT TERMS AND CONDITIONS BETWEEN THE CITY OF FORT WORTH AND AGILITY COMMUNICATIONS GROUP This Addendum to Product & Service Purchase Agreement Terms and Conditions ("Addendum") is entered into by and between the Agility Communications Group ("Seller") and the City of Fort Worth ("City"), collectively the "parties", for a purchase of licenses. The Contract documents shall include the following: 1. The City of Fort Worth Cooperative Purchase Agreement; 2. The Network Access Agreement, 3. This Addendum; Notwithstanding any language to the contrary in the attached Product & Service Purchase Agreement Terms and Conditions (the "Agreement"), the Parties hereby stipulate by evidence of execution of this Addendum below by a representative of each party duly authorized to bind the parties hereto, that the parties hereby agree that the provisions in this Addendum below shall be applicable to the Agreement as follows: 1. Term. The Agreement shall become effective September 1, 2018 (the "Effective Date") and shall expire August 31, 2019, 1 year after the Effective Date (the Expiration Date"), unless terminated earlier in accordance with the provisions of the Agreement or otherwise extended by the parties. The Agreement may be renewed for four renewals at City's option, each a"Renewal Term."City shall provide Seller with written notice of its intent to renew at least thirty (30) days prior to the end of each term. 2. Termination. a. Convenience. Either City or Seller may terminate the Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. b. Breach. If either party commits a material breach of the 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 the Agreement, law, or equity, immediately terminate this Agreement by giving written notice to the breaching party. Addendum to Software License Agreement Page 1 of 4 I i C. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Seller of such occurrence and the 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. d. Duties and Obligations of the Parties. In the event that the Agreement is terminated prior to the Expiration Date, City shall pay Seller for services actually rendered up to the effective date of termination and Seller shall continue to provide City with services requested by City and in accordance with the Agreement up to the effective date of termination. Upon termination of the Agreement for any reason, Seller shall provide City with copies of all completed or partially completed documents prepared under the Agreement. In the event Seller has received access to City information or data as a requirement to perform services hereunder, Seller shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 3. Attorneys' Fees, Penalties, and Liquidated Damages. To the extent the attached Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties or liquidated damages in any amount, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 4. Law and Venue. The Agreement and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County,Texas. To the extent the Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, City objects to such terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 5. Sovereign Immunity. Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. 6. Limitation of Liability and Indemnity. To the extent the Agreement, in any way, limits the liability of Seller or requires City to indemnify or hold Seller or any third party harmless from damages of any kind or character, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 7. No Debt. In compliance with Article I I § 5 of the Texas Constitution, it is understood and agreed that all obligations of City hereunder are subject to the availability of funds. If such funds are not appropriated or become unavailable, City shall have the right to terminate the Agreement except for those portions of funds which have been appropriated prior to termination. 8. Confidential Information. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Addendum to Software License Agreement Page 2 of 4 Public Information Act. To the extent the Agreement requires that City maintain records in violation of the Act,City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect. 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. 9. Addendum Controlling. If any provisions of the attached Agreement,conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City, the terms in this Addendum shall control. 10. Immigration Nationality Act. City actively supports the Immigration&Nationality Act(INA)which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Seller shall verify the identity and employment eligibility of all employees who perform work under the Agreement. Seller shall complete the Employment Eligibility Verification Form(1-9),maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under the Agreement. Seller shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. Seller shall provide City with a certification letter that it has complied with the verification requirements required by the Agreement. Seller shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate the Agreement for violations of this provision by Seller. 11. No Boycott of Israel. Seller 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, Seller certifies that Seller's signature provides written verification to City that Seller: (1) does not boycott Israel; and(2) will not boycott Israel during the term of the Agreement. 12. Right to Audit. Seller agrees that City shall, until the expiration of three (3) years after final payment under the Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Seller involving transactions relating to the Agreement. Seller agrees that City shall have access during normal working hours to all necessary Seller facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Seller reasonable advance notice of intended audits. (signature page follows) Addendum to Software License Agreement Page 3 of 4 Executed this the n day of c..L , 2018. 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: Jesus Chapa Title: Assistant City Manager Q Date: ��7� By: �L— Name: Verlon Plunk Approval Recommended: Title: IT Manager �� Approved as to Form and Legality: By: (/�-- Name: Chris Harder Title: Director,Water Department By: ame: ohnB. trong Attest: Title: Assi t City Attorney qty? `4 Contract uthoriz 'on: By' am r, K er? Title: ity Secretary v` ' — TEXAS SELLER: Agility Com ications Group By: Name: Amy Reeves Title: Controller Date: 10.15.18 Addendum to Software License Agreement Page 4 of 4 1 f�61LuTV PRODUCT&SERVICE PURCHASE AGREEMENT TERMS AND CONDITIONS Pg 1 of 3 This Product&Service Purchase Agreement("Agreement")is by and between the Service"). PARTS AND PRODUC'T'S REPLACED UNDER MAINTENANCE legal entities that have executed this Agreement("Agility Communications Group" SERVICE MAY BE NEW, REMANUFACTURED OR REFURBISHED. Any and"Client"). This Agreement covers Products and Services for use only in the removed parts and/or Products will become the property of Agility Communications United States in the ordinary course of Client's business,and not for the purpose of Group. resale by Client. B_Maintenance Service coverage will be in accordance with the option(s)described The parties agree that the terms and conditions of this Agreement will govern the in Service Offerings Summary(Schedule B)and selected by Client on the Order. Client's purchase and/or license of equipment,software, and associated wire and C. Agility Communications Group may, at its discretion, electronically monitor cable, ("Products") and installation, maintenance and other related services Products for the purpose of(1)providing accurate remote diagnostics and correcting ("Services")described in this Agreement("Order").No other terms and conditions actions;and(2)determining the applicable renewal charges on the anniversary date will apply to Client's Order,nor control over this Agreement. If Client submits its of Orders for Maintenance Services charged on a per port basis. Client agrees to Order on Client's own Purchase Order form("PO"),then the terms and conditions cooperate with Agility Communications Group in such data collection, including on Client's PO are expressly excluded. If applicable,this Agreement also consists of making remote access available to Agility Communications Group for this purpose, one or more of the following documents: D. Any additions made by Client to Products installed at the Client's location,or _Schedule A-Order Summary Form,Schedule B-Maintenance Form any additions electronically identified pursuant to Section 4C above shall be _Schedule C-Scope of Work automatically added to Maintenance Service coverage either upon warranty expiration of the additional Product or on the anniversary. Products purchased from 1.CONTRACT PERIOD A.This Agreement shall be effective from the date of a party other than Agility Communications Group or all authorized agent("Third execution by authorized representatives of both parties and shall remain in effect Party Products"),are subject to certification by Agility Communications Group at until terminated as set forth in this Agreement. Agility Communications Group then current rates for such certification. B.If Client orders Maintenance Service,it will commence on the expiration of the Maintenance Service coverage will be effective immediately after Agility applicable warranty period for the term slated on the Order Summary Form. Upon Communications Group certifies the 'Third Party Products. Additions shall be expiration ofthe initial term,Maintenance shall automatically renew for successive charged at the monthly prices charged by Agility Communications Group for the one year terms at the monthly charges and under the terns and conditions in effect at existing Products. the time of renewal unless either party gives the other written notice of its intent not 5. WARRANTIES AND EXCLUSIONS A. Agility Communications Group to renew at least thirty(30)days prior to the expiration of the initial or any renewal warrants that during the warranty period the Products warranted directly by Agility term. Agility Communications Group can also notify you ninety- (90) days in Communications Group will operate in accordance with the Specifications. If a advance of the time ofrenewal that Service for specific Products covered under this Product does not operate in accordance with the Specifications during the Agreement will not be renewed. manufacturers' warranty period, Client will promptly notify Agility 2. ORDERS A. Agility Communications Group acceptance of Client's Order is Communications Group. Agility Communications Group will,at its option,either subject to credit approval and to Client's remittance of the initial payment as set repair or replace that Product without charge to Client. The warranty period shall be forth on the Order Summary Form (Schedule A). Subsequent Orders, excluding specified on the Order Summary and shall begin on the Delivery Date,or if installed Change Orders,with a purchase price or license fee of less than$5,000 for additions by Agility Communications Group,on the In-Service Date. or modifications to the Products and Services acquired hereunder("Add Ons")may ta. If Client has ordered post-warranty service, during Agility Communications be purchased by Client via telephone,fax,U.S.mail,or email under this Agreement. Group warranty and post-warranty service periods,Agility Communications Group The price of Add Ons will be Agility Communications Group then current price_ is responsible for damage(excluding loss or corruption of data records)to Client's C. When applicable,the parties will mutually agree upon a Scope of Work that voice Products(e.g.,DEFINITY&ECS and hhtuityT"r AUDIX&systems but not any describes the responsibilities of each party with respect to installation or other data or video Products)from power surges as long as Client has installed to the Services to be provided. The Scope of Work shall be made part of the applicable Products' electrical protection which complies with the National Electrical Code, Order when signed by both parties. Client's failure to perform its responsibilities on any applicable local standards, and any Agility Communications Group-specified the dates specified in the Scope of Work may result in a delay of the Order,or may site requirements. A pending or active Agility Communications Group post- result in an increase in the prices stated on the applicable Order Summary Form or warranty service agreement is a prerequisite for this power surge coverage. Scope of Work. C. Except as warranted in 5.A above,Agility Communications Group warrants that 3. IMPLEMENTATION A. The 'Delivery Date" is the date Agility Services will be performed in a workmanlike manner in accordance with the Communications Group delivers the Products to the Client's location. The"In- provisions of this Agreement and any applicable industry standards and government Service Date"is the date that Products are substantially in operation in accordance regulations. If Agility Communications Group fails to perform the Services as with the manufacturer's standard specifications and any additional documentation warranted and Client reports such failure within 30 days of the performance of the accompanying the Product (collectively referred to as "Specifications") and are Service,Agility Communications Group will re-perform such Services. available for use by the Client. D. For Products receiving warranty and post warranty service directly from the B.Any mutually agreed upon changes made to the Order before the Delivery or In- manufacturer,Agility Communications Group will supply Client with the contact Service Date shall be documented on a Change Order form("Change Order"), The information for registration and service requests during the warranty period. If a Change Order form shall state the applicable adjustments to the cost of the Order, Product does not operate in accordance with the Specifications during the including any applicable shipping charges or cancellation charges. manufacturer's warranty period, Client will call the manufacturers' 'technical C. If Client requests a delay in the Delivery Date or In-Service Date, Agility Assistance Center("TAC")and the manufacturer will perform all required warranty Communications Group at its option may(1)delay the Delivery Date or In-Service work in accordance with the terms of its warranty. Date subject to any increase in the prices and charges on the Order,(2)deliver the E. EXCEPT AS STATED IN SUBSECTIONS 5A AND 5C ABOVE,AGILITY Products and invoice Client for the purchase price or license fee plus any applicable COMMUNICATIONS GROUP, AND ITS PARENT, RELATED COMPANIES, charges for Services performed,in which case installation will be rescheduled at a SUBSIDIARIES AND THEIR AFFILIATES, SUBCONTRACTORS AND mutually agreeable time,or(3) cancel the Order and bill Client for cancellation SUPPLIERS, MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AND charges as set forth in Section 12. SPECIFICALLY DISCLAIM ANY WARRANTY OF MERCHANTABILITY OR D. Agility Communications Group may, at its option, perform a site survey to FUNESS FOR A PARTICULAR PURPOSE. identify Client's specific installation requirements. If the site survey cannot be F. The Agility Communications Group warranties provided in this Section 5 arc performed before Agility Communications Group acceptance of the Order,it will be limited to the normal and usual use and operation of the Products by Client in scheduled by mutual agreement of the parties.Upon completion of the site survey, accordance with the manufacturer's standard operating instructions. Agility Agility Communications Group will identify and communicate to Client any Communications Group warranties and Maintenance Services do not cover and additional charges that may apply as a result of the site survey on a Change Order. specifically exclude all claims resulting from the following:(1)abuse or misuse of If Client does not agree to such additional charges, client may cancel the Order Products;(2)Client's failure to follow the manufacturer's installation,operation or without liability for cancellation charges. maintenance instructions;(3)environmental and force majeure conditions listed in 4. MAINTENANCE SERVICES A. Maintenance Services include all labor and Section 14;(4)failure of network carriers or transmission errors experienced over replacement parts and/or Products required by Agility Communications Group to Internet or other facilities;(5)attachment of equipment to Products except through provide remedial repair of Products during the warranty period, or for Products standard interfaces;or (6)actions of non-Agility Communications Group personnel covered by an Order for post-warranty maintenance Service ("Maintenance 2 Ft611IT PRODUCT&SERVICE PURCHASE AGREEMENT TERMS AND CONDITIONS Pg2of3 including loading of software onto Products or any other modification to Products upon the sale, transfer of ownership, license, installation or use of the Products, except as approved in writing by Agility Communications Group. except for any income tax assessed upon Agility Communications Group. Client G. Agility Communications Group does not warrant uninterrupted or error free w'.11 pay all shipping,handling,rigging and other destination charges relating to the operation of the Products. In addition, although Products are designed to be shipment and delivery of the Products to the location specified on the applicable reasonably secure, Agility Communications Group makes no express or implied Order, warranty that Products are immune from or prevent fraudulent intrusion, 8.TITLE/RISK OF LOSS Risk of loss for Products shall pass to Client on the unauthorized use or disclosure or loss of proprietary information. Certain features if Delivery Date. Client will acquire good and free title to Products purchased upon purchased, such as Password Reset, Conference Mailbox, Skip Password and fall payment of charges invoiced,except that title to software will remain with the Monitor Mailbox,when enabled,could be improperly used in violation of privacy manufacturer of the software. laws. By ordering Products with these features or separately ordering such features, 9. SECURITY INTEREST In the event that title shall be deemed to have passed, Client assumes all responsibility for assuring their proper and lawful use. Agility Communications Group reserves the right to file a security interest in the H.Agility Communications Group shall have no liability for the delay in or failure Products until the purchase price and any installation charges are paid in full. You to perform any Services to the extent that such failure or delay results from the agree to execute and deliver all documents reasonably requested by Agility following: (1)delay by Client,any agent or representative of Client; (2)Client's Communications Group to protect and maintain Agility Communications Group failure to provide environmental conditions,access to the location where the work is security interests. You appoint Agility Communications Group as your agent to sign to be performed,including without limitation remote access to Products,entrance to and file a financing statement to perfect Agility Communications Group security buildings,rooms,or sites;network facilities,or any information or other resources interest. which may be set forth in a Scope of Work for installation Services;(3)Client's 10.SOFTWARE LICENSE Client shall receive the right to use software provided failure to make payments when they are due;(4)Force majeure conditions as set under this Agreement pursuant to the Manufacturer's Software License Agreement forth in Section 14. in Schedule D or to any shrink-wrapped licenses. I. The decision to acquire or use hardware, software (in any form), networks, 11.EXCLUSIVE REMEDIES AND LIMITATIONS OF LIABILITY A.THE supplies, facilities or services from parties other than Agility Communications ENTIRE LIABILITY OF AGILITY COMMUNICATIONS GROUP, ITS Group("Third Party Products")is Client's,even if Agility Communications Group PARENT, RELATED COMPANIES, SUBSIDIARIES, AFFILIATES AND helps Client identify, evaluate or select them. EXCEPT AS SPECIFICALLY SUBCONTRACTORS, (AND THE DIRECTORS, OFFICERS, EMPLOYEES, AGREED TO IN WRITING,AGILITY COMMUNICATIONS GROUP IS NOT AGENTS, REPRESENTATIVES, SUBCONTRACTORS AND SUPPLIERS OF RESPONSIBLE FOR, AND EXPRESSLY DISCLAIMS LIABILITY FOR, ALL OF THEM) AND CLIENT'S EXCLUSIVE REMEDIES FOR ANY PERFORMANCE OR QUALITY OF THIRD PARTY PRODUCTS OR THEIR DAMAGES CAUSED BY ANY PRODUCT DEFECT OR FAILURE, OR SUPPLIERS, AND THEIR FAILURE. TO MEET CLIENT'S EXPECTATIONS ARISING FROM THE PERFORMANCE OR NON-PERFORMANCE OF ANY WILL NOT AFFECT CLIENT'S OBLIGATIONS TO AGILITY SERVICE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN COMMUNICATIONS GROUP. CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY OR 6.CLIENT'S RESPONSIBILITIES A.In addition to Client's responsibilities set OTHERWISE, SHALL BE: (1)FOR FAILURE OF PRODUCTS DURING THE forth elsewhere in this Agreement, Client is responsible for notifying Agility WARRANTY PERIOD, THE REMEDIES STATED IN SECTION 5; (2) FOR Communications Group of the presence of any hazardous material(e.g.,asbestos)on DAMAGES TO REAL OR TANGIBLE PERSONAL, PROPERTY OR FOR Client's premises prior to the commencement of any Services. Client is also BODILY INJURY OR DEATII TO ANY PERSON FOR WINCH AGILITY responsible for removal of any such hazardous material or correction of any other COMMUNICATIONS GROUP SOLE NEGLIGENCE WAS THE PROXIMA'T'E hazardous condition that affects Agility Communications Group performance of CAUSE, CLIENT SHALL HAVE THE RIGHT TO PROVEN DAMAGES TO Services.Services will be delayed without any penalty to Agility Communications PROPERTY OR PERSON, (3) FOR AGILITY COMMUNICATIONS GROUP Group until Client removes or corrects any hazardous condition. Client also agrees FAILURE TO PERFORM ANY OTHER MATERIAL TERM OR CONDITION to notify Agility Communications Group prior to moving a Product under warranty OF THIS AGREEMENT AND SUCH FAILURE CONTINUES FOR THIRTY(30) or an Order for Maintenance Services. Additional charges may apply if Agility DAYS AFTER AGILITY COMMUNICATIONS GROUP RECEIPT OF Communications Group incurs additional costs in providing Maintenance Services WRITTEN NOTICE FROM CLIENT,CLIENT'S SOLE REMEDY SHALL BE TO as a result of a move of a Product. CANCEL THIS AGREEMENT WITHOUT INCURRING CANCELLATION B. If the Product supports Telephony over Transmission Control Protocol/Intemet CHARGES OR CHARGES FOR PRODUCTS AND SERVICES NOT YET Protocol (TCP/IP) facilities; Client may experience certain compromises in PROVIDED;(4)FOR CLAIMS OTHER THAN SET FORTH ABOVE,AGILITY performance,reliability and security,even when the Product performs as warranted. COMMUNICATIONS GROUP LIABILITY SHALL BE LIMITED TO PROVEN These compromises may become more acute if Purchaser fails to follow Agility DIRECT DAMAGES IN AN AMOUNT NOT TO EXCEED THE PURCHASE Communications Group recommendations for configuration,operation and use of PWCF/LICENSE FEE OF THE PRODUCT OR SERVICE GIVING RISE TO THE the Product. CLIENT ACKNOWLEDGES THAT IT IS AWARE OF THESE CLAIM. RISKS AND THAT IT HAS DETERMINED THEY ARE ACCEPTABLE FOR B. EXCEPT TO THE EXTENT PROVIDED IN I I.A. (2) ABOVE, AGILITY ITS APPLICATION OF THE PRODUCT. CLLENT ALSO ACKNOWLEDGES COMMUNICATIONS GROUP SILALL NOT BE LIABLE FOR INDIRECT, THAT, UNLESS EXPRESSLY PROVIDED IN ANOTHER AGREEMENT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING CLIENT IS SOLELY RESPONS®LE FOR (1) ENSURING THAT ITS BUT NOT LIMITED TO:LOST PROFITS,SAVINGS OR REVENUES OF ANY NETWORKS AND SYSTEMS ARE ADEQUA'T'ELY SECURED AGAINST KIND,LOST,CORRUPTED,MISDIRECTED OR MISAPPROPRIATED DATA UNAUTHORIZED INTRUSION, AND (2) BACKING UP ITS DATA AND OR MESSAGES; AND CHARGES FOR COMMON CARRIER FILES. TELECOMMUNICATION SERVICES OR FACILITIES ACCESSED THROUGH 7. PRICE AND PAYMENT A. Client agrees to make the initial payment for OR CONNECTED TO PRODUCTS ("TOLL FRAUD"). AGILITY Products and Services indicated on the Order Summary Form. Agility COMMUNICATIONS GROUP SHALL NOT BE LIABLE FOR THE TYPES OF Communications Group will invoice Client for the balance,adjusted to reflect all DAMAGES STATED ABOVE WHETHER OR NOT AGILITY advance payments and any Change Orders,on the Delivery Date or the In-Service COMMUNICATIONS GROUP HAS BEEN ADVISED OF THE POSSIBILITY Date,whichever is applicable. Client agrees to pay invoices"due upon receipt"in OF SUCH DAMAGES.THIS PARAGRAPH SHALL.SURVIVE.THE FAILURE accordance with Agility's payment terms. Any invoices not paid within(5)business OF ANY EXCLUSIVE REMEDY. days of the date on the invoice are subject to a late payment fee of one and one-half 12.CANCELLATION'/TERMINATION A. (i)If Client cancels all or any portion percent(1-1/2%)per month or portion thereof,or the maximum amount allowed by of an Order for Products prior to the Delivery Date, Client shall pay Agility law,whichever is lower,on the unpaid balance.. Restrictive endorsements or other Communications Group a cancellation fee of twenty-five percent (25%) of the statements on checks will not apply. purchase price/license fee for the canceled Products. (ii)If Client cancels all or any B. Client agrees to reimburse Agility Communications Group attorneys' fees and portion of an Order for Products that are unopened and still in their original package related costs associated with collecting delinquent payments. Late fees or attorneys after the Delivery Date but prior to the In-service Date, Client shall return the fees shall not apply to balances in dispute resolved in the Client's favor. canceled Products and pay a restocking Ice of,the greater of, twenty five percent C. Unless Client provides Agility Communications Group with a tax exemption (25%)of the purchase price for such Products or twenty five dollars($25),plus all certificate,Client is solely responsible for paying all legally required taxes,including incurred shipping charges. (iii)If Client cancels all or any portion of an Order for without limitation any sales,excise or other taxes and fees which may be levied Products after the Product container is opened or installation has begun,Client shall 3 FiGll_N;T�-r' PRODUCT&SERVICE PURCHASE AGREEMENT TERMS AND CONDITIONS Pg 3 of 3 pay Agility Communications Group a cancellation fee equal to one hundred percent military authorities or the public enemy, manufacturer caused equipment or part (100%)of the purchase price/license fee for the cancelled Products plus the cost of shortages, transportation facilities, fuel or energy shortages, performance or any service performed up to the date of cancellation, and all incurred shipping availability ofcommunications services or network facilities,unauthorized use of the charges(however,upon making this payment,Agility Communications Group shall Products,or other causes beyond Agility Communications Group control whether or remove its Security Interest,Client shall have title free and clear,and the return of not similar to the foregoing. the Product is not required). 15.ASSIGNMENT Neither Client nor Agility Communications Group may assign B. Unless otherwise stated in a Scope of Work for Services,once a Service term has all or part of this Agreement without the express written consent of the other. This commenced for any initial or renewal term,Client may cancel coverage upon thirty- consent may not be unreasonably withheld. Agility Communications Group may, (30)days written notice to Agility Communications Group. If Client notifies Agility however, assign this Agreement without Client's consent to a present or future Communications Group of its intent to cancel during the first thirty(30)days of an parent, related companies, subsidiary, affiliate, or successor, and Agility initial term or renewal term,Client will only be responsible for the charges for the Communications Group may also assign Agility Communications Group right to period of coverage up until the effective date of termination. If the Cancellation receive payment under this Agreement. Client acknowledges that Agility occurs after the first thirty(30)days of an initial or renewal term,Client agrees to Communications Group consent to any assignment by Client does not waive pay a cancellation charge equal to the monthly charges for twelve(12)months or the assignee's obligation to pay any applicable license fees to the manufacturer for total remaining on the tern then in place,whichever is less. Client further agrees associated software. that the cancellation charge is not a penalty,but is in lieu of the actual damages that 16.SUBCONTRACTING Agility Communications Group may subcontract all or Agility Communications Group will incur, the precise amount of which may be part of the Services to be performed under this Agreement, but will retain difficult to determine For prepaid agreements,Agility Communications Group will responsibility for the work to the extent of the warranties provided in Section S. refund or credit the pro rata price of the remaining term less the applicable 17. NON-SOLICITATION - Neither party shall solicit for employment any termination charge. Agility Communications Group agrees that if its own breach of personnel of the other party who has performed work for or received Services from a material part of this Agreement causes the cancellation,the cancellation fee will the other party under this Agreement during or within twelve(12)months of the not apply. performance of such Services. C. If either party fails to perform any material term or condition of this Agreement 18.GENERAL A.Any supplement,modification or waiver of this Agreement must and such failure continues for thirty(30)days after receipt of written notice,such be in writing and signed by an authorized representative of both Clicnt and Agility failure shall constitute a breach of this Agreement and the non-breaching party may Communications Group. terminate this Agreement and exercise any available rights scbject to the provisions B. If either Client or Agility Communications Group fails to enforce any particular and limitations set forth in Section 11 or elsewhere in this Agreement. right or remedy available under this Agreement,that failure will not be considered to 13. SETTLEMENT OF DISPUTES Any controversy or claim whether based on be a waiver of any other right or remedy available under this Agreement. contract, tort, strict liability, fraud, misrepresentation, or any other legal theory, C.This Agreement is for the sole benefit of the parties and there are no intended related directly or indirectly to this Agreement(`Dispute")shall be resolved solely third party beneficiaries of this Agreement. in accordance with the terns of this Section 13. If a Dispute arises,the parties will D.If any provision of this Agreement is found to be illegal or unenforceable,that attempt to resolve the Dispute through good faith negotiation within forty-five(45) finding will not affect the validity of the remaining provisions of this Agreement, days of notification of the Dispute. If the Dispute cannot be settled through good and a valid provision that most closely approximates the economic effect and intent faith negotiation, parties will submit the Dispute to non-binding mediation ofthe illegal or unenforceable provision will he substituted for it. conducted by the American Arbitration Association("AAA")or any other mutually E.Alt notices and other communications pertaining to this Agreement must be in acceptable alternate Dispute resolution organization.Each party shall bear its own writing, and will be considered to have been given on the date of receipt if expenses but those related to the compensation of the mediator shall be bome personally delivered,or on the fifth business day after mailing if sent by certified equally. The parties,their representatives,other participants and the mediator(and mail, return receipt requested, postage prepaid at the addresses identified on the arbitrator, if any) shall hold the existence, content and result of mediation in Schedule A. confidence. If the Dispute is not resolved through mediation,claims may be brought F.The substantive and procedural laws of the State of Texas,without regard to any in a state or federal court of competent jurisdiction. Any Dispute Client has against otherwise applicable choice or conflict of laws provisions, will govern this Agility Communications Group with respect to this Agreement must be brought Agreement. within two(2)years after the discovery of damage or injury. To the extent not G. THIS AGREEMENT, INCLUDING ALL SUPPLEMENTS EXECUTED BY prohibited by law,the parties hereby knowingly,voluntarily and intentionally waive THE PARTIES AND ATTACHED HERETO OR REFERENCING THIS any right to trial by jury that either party may have in any action or proceeding,in AGREEMENT, IS 7I1E ENTIRE AGREEMENT BETWEEN THE PARTIES taw or in equity,in connection with this Agreement WITH RESPECT TO THE PRODUCTS AND SERVICES PROVIDED 14.FORCE NIAJEURE Agility Communications Group shall have no liability for HEREUNDER AND SUPERSEDES ALL PRIOR AGREEMENTS,PROPOSALS, delays,failure in performance,or damages due to: fire,explosion,power failures, COMMUNICATIONS BETWEEN THE PARTIES AND UNDERSTANDINGS, pest damage,lightning or power surges(except as provided in 5.13),strikes,or labor WHETHER WRITTEN OR ORAL. disputes,water,acts of God,the elements,war,civil disturbances,acts of civil or Each of the parties has caused this Agreement to be executed as of the date written below its signature. CLIENT �j AGILITY COMNIUNICATIONS GROUP ENTITY: &'49& �(!r ��l�l/� Agility Co unications Group LLC (Legal Ent ty Nam ' egal : Name) (Authorized Signature) (A orized Signature �S J. �LR.�� Amy Reeves (Ty dor Printed NamQ (Typed or Printed Namc) , <�? GVt�9 _Controller (Title) (Title) 10.15.18 (Date) (Date) CITY OF FORT WORTH: APPROVED FOR 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 performance and reporting requirements. Bubba Plunk,IT Manager,Water Department Date: . ��A Chris Harder,Director,Water Department Date: /l) //V APPROVED AS TO FORM AND LEGALITY: J trong,Assistan ity Attorney Date: ATTE OAC ;A - Mary J.Kayser, ecret V Date: QF# P FT. I f NETWORK ACCESS AGREEMENT This NETWORK ACCESS AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a home rule municipal corporation with its principal location at 200 Texas Street, Fort Worth, Texas 76102, organized under the laws of the State of Texas and Agility Communications Group J with its principal location at 120 E FM 544 Suite 72, PMB 349, Murphy, Texas 75094 ("Contractor"). 1. The Network. The City owns and operates a computing environment and network (collectively the "Network"). Contractor wishes to access the City's network in order to provide maintenance and support, monitoring, and professional services to the Water Department Call Center. In order to provide the necessary support, Contractor needs access the Water Department network. 2. Grant of Limited Access. Contractor is hereby granted a limited right of access to the City's Network for the sole purpose of providing maintenance, support, and monitoring for the Water Call Center.ISuch 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 Policy), 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 Contractor with Network Credentials consisting of user IDs and passwords unique to each individual requiring Network access on behalf of the Contractor. Access rights will automatically expire one (1) year from the date of this Agreement. If this access is being granted for purposes of completing services for the City pursuant to a separate contract, then, this Agreement will expire at the completion of the contracted services, or upon termination of the contracted services, whichever occurs first. ❑ Services are being provided in accordance with City Secretary Contract No. ❑ Services are being provided in accordance with City of Fort Worth Purchase Order No.L Services are being provided in accordance with the Agreement to which this Access Agreement is attached. ❑ No services are being provided pursuant to this Agreement. 4. Renewal. At the end of the first year and each year thereafter, this Agreement may be renewed annually if the following conditions are met: 4.1 Contracted services have not been completed. 4.2 Contracted services have not been terminated. 4.3 Within the thirty (30) days prior to the scheduled annual expiration of this Agreement, the Contractor 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, Contractor 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 to the Network and/or termination of this Agreement. 5. Network Restrictions. Contractor officers, agents, servants, employees or representatives may not share the City-assigned user IDs and passwords. Contractor acknowledges, agrees and hereby gives its authorization to the City to monitor Contractor's use of the City's Network in order to ensure Contractor's compliance with this Agreement. A breach by Contractor, its officers, agents, servants, employees or representatives, of this Agreement and any other written instructions or guidelines that the City provides to Contractor pursuant to this Agreement shall be grounds for the City immediately to deny Contractor access to the Network and Contractor's Data, terminate the Agreement, and pursue any other remedies that the City may have under this Agreement or at law or in equity. 6. Termination. In addition to the other rights of termination set forth herein, the City may terminate this Agreement at any time and for any reason with or without notice, and without penalty to the City. Upon termination of this Agreement, Contractor agrees to remove entirely any client or communications software provided by the City from all computing equipment used and owned by the Contractor, its officers, agents, servants, employees and/or representatives to access the City's Network. 7. Information Security. Contractor 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. Contractor 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 Contractor-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. 8. LIABILITY AND INDEMNIFICATION.CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ALL DAMAGES THAT THE CITY MAY INCUR DIRECTLY ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, SHALL NOT BE LIABLE FOR ANY DAMAGES THAT CONTRACTOR MAY INCUR AS A RESULT OF THE CITY'S RESTRICTIONS TO OR DENIAL OF ACCESS TO CONTRACTOR'S DATA ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES, OR FOR ANY REASONABLE SECURITY MEASURES TAKEN BY THE CITY. IN ADDITION, CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, AND ALL CLAIMS, DEMANDS AND JUDGMENTS THEREFOR, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES. CONTRACTOR, AT CONTRACTOR'S OWN COST OR EXPENSE, HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES FROM AND AGAINST ANY CLAIM, LAWSUIT, DEMAND OR OTHER ACTION TO THE EXTENT THAT THE SAME ARISES FROM THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 9. Confidential Information. Contractor, for itself and its officers, agents, employees, and representatives, agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City. Contractor further agrees that it shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Contractor shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. 10. Right to Audit. Contractor agrees that the City shall, during the initial term, any renewal terms, and until the expiration of three (3) years after termination or expiration of this contract, have access to and the right to examine at reasonable times any directly pertinent books, data, documents, papers and records, both hard copy and electronic, of the Contractor involving transactions relating to this Agreement. Contractor agrees that the City shall have access during normal working hours to all necessary Contractor 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 Contractor reasonable advance notice of intended audits. Contractor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, during the initial term, any renewal terms, and until expiration of three (3) years after termination or expiration of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, data, documents, papers and records, both hard copy and electronic, 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 (Agility Network Access Agreement I 2 Rev. 1/31/17 i appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. 11. Agreement Cumulative. This Agreement is cumulative of and in addition to any written contracts, agreements, understandings or acknowledgments with the City signed by Contractor. This Agreement and any other documents incorporated herein by reference constitute the entire understanding and Agreement between the City and Contractor as to the matters contained herein regarding Contractor's access to and use of the City's Network. 12. Amendments. The terms of this Agreement shall not be waived, altered, modified, supplemented, or amended in any manner except by written instrument signed by an authorized representative of both the City and Contractor. 13. Assignment. Contractor may not assign or in any way transfer any of its interest in this Agreement. Any attempted assignment or transfer of all or any part hereof shall be null and void. 14. Severability. If any provision of this Agreement is held to be invalid, illegal or unenfgrceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 15. Force Maieure. Each party shall exercise its best efforts to meet its 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. 16. Governing Law /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. 17. Signature Authority. By affixing a signature below, the person signing this Agreement hereby warrants that he/she has the legal authority to bind the respective party to the terms and conditions in this agreement and 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. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. ACCEPTED AND AGREED: CIT;OF FORT WORTH: [Agility Communications Group: By: By: Jesus Chapa Name: Amy Reeves Assistant CJ'ty Manager Title: Controller Date: _ 1p�(7 "(� Date: in 1,1i 18 ATTEST: T ATTEST: By: �ae2c- Mary KayserNam Anrd Fion Cityecretlary "` �c Title: Sr. Sales Consultant M &C' jd $_�47q '%.0 . Agility Network Access Agreement 3 Rev. 1/31/17 CITY OF FORT WORTH: APPROVED FOR CITY OF FORT WORTH: Contract Compliance Manager: By signing 1 acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. Bubba Plunk,IT Manager,Water Department Date: i 1 f 2z l 5 Chris Harder,Director,Water Department Date: 10/ ( ) //I? APPROVED AS TO FORM AND LEGALITY: J Strong,Assist City Attorney Date: sof F°RA. T AtW04 by Mary J. 1Kay r, Ptylgemmy a. EXHIBIT B AGILITY COMMUNICATIONS GROUP SCHEDULE A ORDER SUMMARY CITY OF FORT WORTH WATER DEPARTMENT 1 YEAR SUPPORT UNDER DIR 10.11.18 AGILITY COMMUNICATIONS GROUP ADVISOR SUPPORT COVERAGE SCHEDULE B AVAYA SERVICE DESCRIPTION SERVICE AGREEMENT SUPPLEMENT FOR AVAYA SUPPORT ADVANTAGE ESSENTIAL AND PREFERRED SUPPORT aRCILIT4� Schedule A Order Summary COMMUH;GAilONS GROUP M.N.,0.1.k■nd Ra.dy to SOWS Client Legal Name: City of Fort Worth Water Department Agility Address: 120 E FM 544 Ste.72 PMB 349 Client Contact: Charmaine Baylor 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: afiori@agililycg.com InstallationlDellveryAddress(If different) I Street: Method of Payment: Lease Cash/Check City: Check No.: Email: charmaine.baylcrofortworthtexas.00v Contract No.: Order No.: Client's Order for Products are Summarized as Follows Below: Warranty Term Product Description quantity Price (MO) DIR-TSO-2654 0 $ - 12 MONTH CONTRACT 9/1/18-8/31/19 0 - NA SA ON-SITE 24X7 CM MED GTWY 1YPP 1 $ 925.65 SA ON-SITE 24X7 CM SM SRV 1YPP 1 $ 610.93 SA PREF TRKG REMOTE SITE AVAYA AURATM R6 1 $ - SA ON-SITE 24X7 APPL MED SRV R2D 1YPP 1 $ 1,388.48 SA ON-SITE 24X7 CMS LOW END SRV 1YPP 1 $ 1,943.87 SA ON-SITE 24X7 CM LG GTWY 1YPP 2 $ 2,406.69 SA ON-SITE 207 CM MED SRV R2H 1YPP 1 $ 1,999.40 SA ON-SITE 24X7 MM MSS/MAS SRV 1YPP 1 $ 2,851.00 SA ON-SITE 24X7 MM MSS/MAS SRV 1YPP 1 $ 2,851.00 SA PREF AES R5 ASAI AURA R6 1YPP 1 $ 3,949.44 SA PREF AES R6 BSC TSAPI 1YPP 438 $ 1,277.73 SA PREF AES R6 CVLAN 1YPP 1 $ 5,924.16 SA PREF AES R6 ADV TSAPI LG 1YPP 1 $ 2,513.28 SA PREF AES R6 DMCC BASIC 1YPP 101 $ 294.64 SA PREF AES R6 DMCC BASIC 1YPP 236 $ 688.46 SA PREF AES R6 UNFD DSKTP 1YPP 105 $ 306.31 SA PREF AES R6 UNFD DSKTP 1YPP 165 $ 481.34 SA PREF AURA R6 FND 1YPP 258 $ 4,255.30 UPG ADV AURA R6 FND 1 YPP 258 $ 4,892.14 SA PREF CC R6 ELITE MULTI CH 1YPP 101 $ 6,357.36 SA PREF CCR6 ELITE ACT 251+1YPP 101 $ 5,994.73 UPG ADV CC R6 ELITE MULTI CH 1YPP 101 $ 4,884.16 UPG ADV CCR6 ELITE AGT 251+1YPP 101 $ 4,884.18 SA PREF CMS R17 AGT 101-250 1YPP 101 $ 2,164.45 SA PREF CMS R17 SUPERVISOR 1YPP 11 $ 671.40 SA PREF CMS R17INITIAL ACD 1YPP 1 $ UPG ADV CMS R17 AGT 101-250 1YPP 101 $ 4,884.18 SA PREF ADS SAL GTWY SFTW ONLY 1 $ - SA PREF ASBCE R7 STD 1-500 1YPP 76 $ 545.74 SA PREF ASBCE R7 VE VAPP 1YPP 1 $ - UPG ADV ASBCE R7 STD 1-500 1YPP 76 $ 545.74 SA PREF SM R7 VE VAPP LIC 1 YPP 1 $ - SA PREF SM R7 SYSTEM LIC 1YPP 1 $ - SA PREF WFO12 WFO PK 1YPP 82 $ 17,931.58 UPG ADV WFO12 WFO PK 1YPP 82 $ 7,286.72 SA ON-SITE 24X7 CMS LOW END SRV 1 YPP 1 $ 1,943.87 SA ON-SITE 24X7 CM LG GTWY 1YPP 1 $ 1,203.35 SA ON-SITE 24X7 CM MED SRV 1YPP 1 $ 1,999.40 SA PREF TRKG REMOTE SITE AVAYA AURATM R6 1 $ - SA PREF CMS R17 HA AGT 101-250 1YPP 101 $ 532.61 i UPG ADV CMS R17 HA AGT 101-250 1YPP 101 $ 1,223.88 Agility Advisor Support-Includes Servion ServCare Gold Support(24x7) 1 $ 32,900.00 Agility 60 hour block time for Moves/Adds/Changes 1 $ 12,000.00 C $ 0 $ Subtotal $ 147,513.18 $ 147,513.18 r Subtotal Other Page Other Shipping Charges See Note ;Estimated Delivery Date: Taxes See Note j Estimated In-Service Date: Total $ 147,513.18 Remarks: Advance Payment $ - Balance Due $ 147,513.18 Client's Order for Services are Summarized as Follows Below: Service Order Code Term(Months) Hours Preferred Effective End Initial here Agility Advisor Support 12 M-F 8AM to 5PM 9.1.18 8.31.19 Total I 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: G/ /�/ � J Agility Communications Group LLC: (Legal Entity Name) '( �✓ (Legal Entity Name) Agility munications Group LLC (Authorized Signature)� l` CJ/�Q (Authanzed Signature) �cX}/ (Type or Printed Name,rtle) SesLl3 ✓' "^'�� Type or Printed Name,Title Amy eeVeS, l..ontroller (Date) (Dale) 10.15.18 CITY OF FORT WORTH: APPROVED FOR 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 performance and reporting requirements. Bubba Plunk,IT Manager, Water Department Date: 1 C Chris Harder,Director,Water Department Date: /0 i //J APPROVED AS TO FORM AND LEGALITY: J ong,Assistan ity Attorney Date: ATTEST: ,: ' QR T Mary J.Kayser, r Date: TEXNS ,> 0 FIGILIT�,-' COMMUNICATIONS GROUPNimbi@,Quick and Reedy to Salve 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: Charmaine Baylor City: Murphy Tel.No.: 817-392-6629 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: afiori@agilitycg.com Instal latlonlDel!very Address(if different) Street: Method of Payment: Lease Cash/Check City: Check No.: Email: ;harmaine.bavlor(oo)fortworthtexas.Go Contract No.: Order No.: Client's Order for Products are Summarized as Follows Below. warranty 1 erm Product Description Quantity Price (MO) Effective Dates:1011118-9/30/18 0 $ - $ - NA Virsae Enterprise Renewal for 1 $ 5,929.50 Unified Communication Module for 325 Administered Stations 0 $ - Customer Experience Modules for 63/iccenses Agents 0 $ 0 $ - 0 $ 0 $ 0 $ 0 $ - 0 $ 0 $ 0 $ 0 $ 0 $ Subtotal $ 5,929.50 $ 5,929.50 Subtotal Other Page Other Shipping Charges See Note i Estimated Delivery Date: Taxes See Note f Estimated In-Service Date: Total $ 5,929.50 Remarks: Advance Payment Balance Due $ 5,929.50 Client's Order for Services are Summarized as Follows Below: Service Order Code Term(Months) Hours Preferred Prepaid Initial here Agility Advisor Support $ 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: `Ali applicable state and local taxes will be applied to the final insiall price and included on the final invoice. "Actual shipping charges may be applied at final'invoice. Client: /e `{ LIQ Agility Communications Group LLC: (Legal Entity Name) iJ�e (Legal Enfity Name)Agility unications Group LLC (Authorized Signature) I /y (Authorized Signature) (Type or Printed Name,Tille)V e vS {./ a-P G' ;Type or Printed Name,Title Am Reeves Controller (oat.) Q 1i71-7 '-1^ _l (Dale) 10.15.18 CITY OF FORT WORTH: APPROVED FOR 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 performance and reporting requirements. Bubba Plunk,IT Manager,Water Department Date: t O / t�° ZO t $ Chris Harder,Director,Water Department Date: l V APPROVED AS TO FORM AND LEGALITY: JB ong, ssistant ty Attorney Date: - 0 rO/�. ATTES 0 m[afy r.Kayse ecre Date: ;It)(A� T /6 Wim.--._...,..:.. ...._ COMMUNICATIONS GROUP City of Fort Worth Water Department 1 Year Support under DIR 10.11.18 Avaya Retail 24x7 Support Advantage & Upgrade Advantage $102,613.18 *Note: See attached Quote Detail and CSA. COFWWD has the option to not do Upgrade Advantage on Aura, EMC, CC Elite and CMS.- under DIR Agility Advisor Support (24x7) $32,900.00 Includes Servion ServCare Gold Support (24x7) 60 Hour block time for Move/Add/changes $12,000,00 Total 1 Year Support $147,513.18 Virsae 1 year Renewal $5,929.50 References 15t Global Darby Throgmorton 214-294-5011 dthrogmorton(al lstglobal.com Certainty Loans Dirk Norrell 972-599-5412 dnorrell(cDcertaintyhomeloans.com Nwitile,OuicI,and Ready to sohve b,VoW solutions AgilityCG,com COMMUNICATIONS GROUP Head Start of Greater Dallas Lisa White 972-283-6465 Iwhite@hsgd.ora I Nimble, to Soh-e for liolP solutions AgilityCG.com 1 - COMMUNICATIONS GROUP Why AGILITY? ACfLIT� COMMUNICATIONS GROUP NIMBLE QUICK / a con=tantiy changing We rtuxlmlze your Iridustry,we mase uungs competitive nappen caster[or our advantage by clients and teact quietly to providing you with meet your companys the speed to drive telecommunications results and Keep needs you ahead or yotu - competitom • ne currency or the digi!at agc. SPEEDand CONNECTIVITY 0 Increase team ♦ productivity with workflow-integrated telephone solutions. Connectivity at your fingertips on desktop ,web.READYTO SOLVE Q and mobile platforms No matte[wneie you are,our nawn-wide team brings you swill,customized solutions Uut improve your customer experience provide secure solutions to protect your employees and customer t r information in today's digital age. Cost-effectiveeefficiency soty and that increase etliciertcy and eliminate - downtime, Keeping your systems up and iLg through natural diaaalen and outages a r - bhmb,le Uuiel nncl Heudvto Solve forVclP yoluUons AgITItyCG.com RCILIT4-' COMMUNICATIONS GROUP 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 Support 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 Communications Group observed holidays. Help Desk 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. • Problem 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, we will perform these services outside of your normal coverage hours at a mutually agreed to time that falls within 6:00 a.m. to 6:00 p.m. 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 non-functional 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. www.agilitVcq.com 1866.401.4013 Page 1 of 5 ACiI_IT� COMMUNICATIONS 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 or outside party that cause a fault 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 blackoutsibrown outs or acts of war. Any damage caused by misuse of your system either intentional or unintentional is also not covered. Onsite services included in your Agility Communications Group provided maintenance coverage are: • 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 installable. Software and hardware components that are considered customer installable are: • Reinstallation of software applications on servers or desktops that Agility Communications Group is not able to access due to firewall policies or network issues at the customer location. • Replacement of telephone sets. • Unlimited Training for new System Administration personnel after initial 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 or hardware that requires onsite service 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.agilitVcq.com 1866.401.4013 Page 2 of 5 COMMUNICATIONS GROUP • Any customer provided servers, printers, headsets; cabling or other equipment not listed 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 maintenance agreement. The 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. Response times that will apply 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 determined that replacement 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. During normal 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 replacement 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 minor failures is as follows: • Major failures are defined as a complete system (phone system outage, or voicemail system) 50% of trunks 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 (CTI link, or networked location outage) is also considered a major failure. • Minor failures are defined as any failure not included in the definition of a major failure. www.agilitVcq.com 866.401.4013 Page 3 of 5 RCIL.IT'-� 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; • IP Office -- Agility Communications Group uses remote control access software from logmein.com that provides for a remote desktop connection to your Voice Mail Pro server. This requires that a small piece of software be installed one time 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 remote 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 client software and the VPN appliance of your choosing, or a dedicated modem line to the Voice Mail server. • Avaya Magix or Legend system -- These system types are accessible remotely by an assisted transfer from your operator position. • Avaya Partner system— No remote access supported. • Parts Replacement will be provided for all components listed. Replacement 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 while covered under Agility Communications Group maintenance are as follows: • The customer is required to provide an environmentally sound environment 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 60 — 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.agilitVcq.com 866.401.4013 Page 4 of 5 ACILIT'-,� COMMUNICATIONS GROUP ■ 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.agilitycg.com 1 866.401.4013 Page 5 of 5 AVAYA SERVICE DESCRIPTION Service Agreement Supplement For Avaya Support Advantage Essential and Preferred Support Issue 3.14 Date July 1, 2018 ©2015 Avaya Inc.All Rights Reserved. Avaya and the Avaya logo are trademarks of Avaya Inc. and may be registered in certain jurisdictions. All marks identified by TM 0 SM are registered marks of Avaya Inc. AVAYA SA Essential and Preferred Support SAS Table of Contents 1. Introduction ......................................................................................................................................................4 2. Support Advantage Coverage Options............................................................................................................4 3. Essential Support Coverage............................................................................................................................4 A. Remote Software and Hardware Support...................................................................................................4 B. Web Services ..............................................................................................................................................5 C. Minor Software and Firmware Updates and Service Packs........................................................................5 D. Maintenance Software Permissions (MSPs) and DADMIN Logins.............................................................6 E. Support Limitations for Essential Support...................................................................................................7 F. Products Excluded from the Essential Support Coverage Option .............................................................. 8 4. Preferred Support Coverage............................................................................................................................8 A. Proactive Remote Software and Hardware Support....................................................................................8 B. Off-Board Alarm Notification........................................................................................................................9 C. Secure Access Link (SAL) Policy Manager.................................................................................................9 D. SLA MonTM Server.......................................................................................................................................9 E. Multi-Vendor Collaborative Support............................................................................................................9 5. Upgrade Advantage....................................................................................................................................... 10 A. Products Requiring Upgrade Advantage Attach ....................................................................................... 10 B. Exclusions from Upgrade Advantage........................................................................................................11 6. Exclusions from Essential and Preferred Support.........................................................................................11 A. Out of Scope Services Supported With Maintenance Per Incident Time and Material (T/M)................... 11 B. Additional Exclusions ................................................................................................................................11 7. Responsibility Matrix......................................................................................................................................12 A. Implementation..........................................................................................................................................12 B. Post-Implementation Support....................................................................................................................13 8. General.,.........................................................................................................................................................16 A. Billing and Contract Start Date..................................................................................................................16 B. True Up......................................................................................................................................................16 C. Renewal of Coverage................................................................................................................................ 17 D. Re-initiation of Lapsed Coverage..............................................................................................................17 E. Certification................................................................................................................................................17 F. Coverage Required for Software on a Single Application or Application Bundle...................................... 17 G. Coverage Required for Avaya Integrated Solutions..................................................................................18 H. Coverage Required for Avaya Independent Products or Applications at Same Site................................18 I. Coverage on Lifetime Warranty Products.................................................................................................18 J. Dedicated Access......................................................................................................................................18 K. Termination of Support..............................................................................................................................19 L. Extended Services Support,...................................................................................................................... 19 Avaya Proprietary Page 2 of 22 Version 3.14(July 1,2018) AVAYA SA Essential and Preferred Support SAS AppendixA: Definitions ........................................................................................................................................20 UnauthorizedAvaya Product.........................................................................................................................22 I Avaya Proprietary Page 3 of 22 Version 3.14(July 1,2018) AVAYA SA Essential and Preferred Support SAS I . Introduction This Service Description describes the Avaya Support Advantage Essential and Preferred Support services for eligible Supported Products and supersedes all prior descriptions or contract supplements relating to such support. When a translated version of this document conflicts with the English version, the English version will take precedence. This document is an attachment 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 an 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 coverage 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 conditions. • Not being subject to misuse, accident or disaster including, without limitation,fire, flood, water, wind, lightning, or other acts of God. 3. Essential Support Coverage Essential Support coverage provides reactive remote support for all eligible Supported Products and is the minimum coverage required,where available, to receive Avaya support on those eligible Supported Products, Essential Support is not offered as an option for any Supported Products with a Major Release launching on or after August 10, 2015. Essential Support is not offered as an option for any Supported Products licensed as a Subscription. A. Remote Software and Hardware Support The End Customer has 24x7 around-the-clock access to an Avaya Service Center via the website (http://support.avaya.com)or telephone to request software and (where applicable) hardware support. 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 and telephone communications, is provided in the English language. For all Supported Products under Essential Support, Avaya will use commercially reasonable efforts to commence support on the End Customer's request for remote support according to the following table. Avaya Proprietary Page 4 of 22 Version 3.14(July 1,2018) AVAYA SA Essential and Preferred Support SAS Outage* Severe Business Business Impact& Impact* Non-Service Impact* Requests submitted via website Within one (1) our Within two(2) hours Within Standard Business Hours Requests submitted via telephone Within one(1) hour Within two (2) hours Next Business Day *Severity levels are defined in Appendix A B. Web Services The End Customer has access to web-based services available at http://support.ayaya.com, Detailed instructions for access and use of each web service are posted on the support website. Avaya may require that only Avaya-authorized End Customer contacts are eligible to access the support website and may also limit the number of authorized contacts. Avaya E-Notifications—Register and receive proactive notifications via email anytime new and modified product documentation and downloads are posted on the support website. These announcements include Product Correction Notices, Security Advisories, End of Sale Notices, Services Support Notices and User Guides. Avaya Support Forums—View, post and reply to web-based conversation threads to discuss Supported Products (http://support.avaVa.com/forums). Case Status Alerts—Register for proactive email or text message alerts on the status of an Avaya service request. Diagnostics - Scripting technologies used by Avaya Service and Engineering teams to End Customers. These scripts are based on actual break/fix Service Request data to enhance resolution and trouble isolation steps. Each script can run diagnostic steps against the product quickly, providing simple green, yellow, and red indicators of potential trouble areas along with failure logs where a fault was found. HealthCheck—Optimize reliability and performance for the Supported Product by using an on-demand tool to generate a HealthCheck report and review the current configuration parameters. Knowledge Base—Access Avaya's on-line knowledge base and use advanced search engines to find: documentation organized by Supported Product including all 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 clear the associated alarms; problem descriptions with instructions for prescribed resolution; and answers for frequently-and previously-asked questions. My Reports—View and create reports for service requests and entitlements across all of the Customer's Sold To numbers. Software Compatibility Audit(ASCA)—Create a report providing the software and firmware versions installed on all Communication Manager upgradeable devices as well as the latest versions available for those same devices. Parts Replacement—Parts can be ordered via a web request when coverage includes Parts, Service Request creation—Create a web request for support and receive enhanced response. C. Minor 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(PCN), minor software or firmware update or service pack.Avaya will notify the End Customer via http://support.avaya.com of any Avaya-recommended Updates. Avaya Proprietary Page 5 of 22 Version 3.14(July 1,2018) AVAYA SA Essential and Preferred Support SAS 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 severity and complexity. Class 1 Class 2 Class 3 End End Customer installs End Customer installs End Customer installs Customerinstallable Update Remote installable Avaya installs Avaya installs End Customer installs Update Technician installable End Customer or Avaya End Customer or Avaya End Customer or Avaya Update installs during coverage installs during coverage installs during Standard hours when Support hours when Support Business Hours when Advantage Onsite Advantage Onsite Support Advantage Onsite 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 remotely perform the installation of an End Customer installable 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 remote installable Updates may require the insertion of End Customer provided media in a local drive at the End 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 latest Minor Release and/or Update version of a product will be required before application 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 Permissions (MSPs) and DADMIN Logins Maintenance Software Permissions (MSPs) and DADMIN logins are applicable only to all Avaya Aura® Communication Manager(CM) Releases, including earlier versions such as DEFINITY8, G3V4—R7 and G3V3. MSPs provide the technological ability to execute certain on demand maintenance commands to a customer that is logged into an Avaya PBX system using a username and password reserved for customers (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 system. Customers may have access to MSPs, at no charge. One way to request MSPs is through Avaya's MSP Activation page (https://support.avaVa.com/MSPActivation). For all Avaya PBXs sold before May 2008, including CM 4 and earlier releases, both the customer that purchased the PBX and any agent acting on its behalf—including an unauthorized maintenance provider ("UMP")or independent service provider("ISP")—may use MSPs at no charge. Proprietary Avaya y p ietary Page 6 of 22 Version 3.14(July 1,2018) 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 ISP (or any other agent that is not authorized by Avaya)to use the on demand maintenance commands enabled by MSPs. The DADMIN 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 logins may be used only by authorized partners in accordance with the applicable Avaya license terms. DADMIN logins are not transferable or assignable, and they are not to be provided to customers or any unauthorized third parties. Three other levels of Avaya Logins also exist—CRAFT, INADS and INIT—but these logins are reserved for the exclusive use of Avaya associates. UMPs do not have a license or permission from Avaya to use CRAFT, INADS, ]NIT or DADMIN logins. For additional information about MSPs or DADMIN logins, please refer to Avaya's Intellectual Property Policy for Customers and Partners. E. Support Limitations for Essential Support • For Supported Products that are not configured in accordance with Avaya documentation, including published guidelines 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'interoperation with any other products. • Support is limited to unaltered versions of the Supported Products and to problems 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 is not being run in a Standard Operating Environment, then Avaya may be delayed in starting work on the service request and additional 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 will 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 putting the altered Supported Product into a Standard Operating Environment, the End Customer may be charged time and material charges using Avaya's then 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 Professional Services or other third parties.Any bug fixing or system re-configuration(s)that Avaya must perform to clear a trouble resulting from the End 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 or a third party's application, or configuration changes, or Unauthorized Avaya Product then resolution 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 Proprietary Page 7 of 22 Version 3.14(July 1,2018) AVAYA SA Essential and Preferred Support SAS F. Products Excluded 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 reserves the right to add or remove eligible Supported Products at its sole discretion. 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 Service(CaaS) solutions, such as UCaaS (Unified Communications as a Service)and CCaaS (Contact Center as a Service) c. Fabric Networking solutions d. Products licensed as a Subscription 4. Preferred Support Coverage If the End Customer purchases Preferred Support, coverage includes all of the services included in Essential Support in addition to the Preferred Support services described in this section. For all new major software releases that become Generally Available beginning with Aura R8, Preferred Support includes the Upgrade Advantage entitlements(see Section 5). For all major software releases that were Generally Available prior to Aura R8, Upgrade Advantage is a separately orderable offer. Preferred Support coverage provides proactive remote support for all eligible Supported Products that offer this capability. A. Proactive Remote Software and Hardware Support For all Supported Products under Preferred Support, Avaya will use commercially reasonable efforts to commence support on an End Customer request for remote support submitted to an Avaya Service Center via telephone or website according to the following Service Level Objective table. Outage* Severe Business Business Impact& Impact* Non-Service Impact* Requests submitted Within fifteen (15) Within fifteen (15) Within Standard via website minutes minutes Business Hours Requests submitted Within one (1) hour Within two(2) hours Next Business Day via telephone *Severity levels are defined in Appendix A • Avaya will provide 247 around-the-clock 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 o All other unresolvable alarms without a known solution will be routed to an Avaya Engineer for troubleshooting and diagnostics. • In the event of unresolved major alarms (assigned as a Severe Business Impact Service 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 Request) detected and referred by EXPERT SystemssM 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 (optionally)for a specific product that supports this feature. Avaya Proprietary Page 8 of 22 Version 3.14(July 1,2018) AVAYA SA Essential and Preferred Support SAS B. Off-Board Alarm Notification • On Supported Products that are enabled for EXPERT Systemssm technology,Avaya will proactively monitor and detect through EXPERT SystemsSm all DS'I and SIP Trunk off-board alarms associated with network facilities and the TCP/IP links associated with Avaya Supported Products that have Avaya/DCIU 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 authorize 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 in accordance with Avaya's standards, including counterfeit and gray market diversion policies. This may include monitoring system identification items 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. i • The End Customer may access and download the SAL Policy Manager software and installation guide at https://Plds.avaya.com. Select Downloads and search for"Secure Access Link". SAL Policy Manager and other Support Tools are subject to license terms. D. SLA Mon T11 Server As an entitlement of Preferred support, only on the Avaya Aura CM application, the Customer has access to the SLA MonTM Server on a licensed basis. • Software that provides diagnostic capabilities for IP telephony troubleshooting and network monitoring. • The SLA MonDA 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 http://support.avaya.com/ads. E. Multi-Vendor Collaborative Support As an entitlement of Support Advantage Preferred Support Avaya will iointly collaborate and perform trouble investigation with participating TSANet vendors to diagnose interoperability issues with the vendor's product. • 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, likewise Avaya will engage TSANet Vendors on customer's behalf if requested. • If it is an Avaya issue, Avaya Support works to resolution based on the entitlements of Support Advantage Preferred entitlement. If the TSANet Vendor takes ownership,Avaya closes the service request with customer concurrence. Avaya Proprietary Page 9 of 22 Version 3.14(July 1,201 S) AVAYA SA Essential and Preferred Support SAS 5. Upgrade Advantage Upgrade Advantage is available 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, such as UCaaS (Unified Communications as a Service)and CCaaS (Contact Center as 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 available on Avaya's then most current Major Release, and is not available on prior Major Releases. End Customers recasting from a Software Support+ 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 terms 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.avaVa.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 new Major Release at no additional charge beyond the Upgrade Advantage support contract fee. o Will receive instructions on how to download each 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 contract. • Avaya will not require the End Customer to upgrade their software unless Avaya has advised the End Customer that corrections to certain problems may only be available through a more current release of software. • Billing for the Upgrade Advantage option will occur even if the End Customer fails to exercise its right to upgrade before the end of the Upgrade Advantage coverage term. A. Products Requiring Upgrade Advantage Attach Upgrade Advantage is required to be purchased on all Major Releases of products launching on or after August 10, 2015, when Upgrade Advantage is available. Upgrade Advantage is required to be purchased on the following products 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. • Customer Service Editions (CSE). • Workforce Optimization(WFO). Upgrade Advantage is included in: Avaya Proprietary Page 10 of 22 Version 3.14(July 1, 2018) AVAYA SA Essential and Preferred Support SAS • Communications as a Service (CaaS) solutions, such as UCaaS (Unified Communications as a Service),CCaaS (Contact Center as a Service) , xCaas (Unified Communications, Contact Center and Video 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 or expires and is not renewed, Upgrade Advantage is terminated or expires at the same time. It is not possible to terminate Upgrade Advantage on active Support Advantage support. I B. Exclusions from Upgrade Advantage 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 all 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 software/operating system platform, 6. Exclusions from Essential and Preferred Support A. Out of Scope Services Supported With Maintenance Per Incident Time and Material (TIM) Avaya provides"Maintenance Per Incident TIM" support for out of scope maintenance related activities 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 directly 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 customer 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 or warranty would entitle. Examples of support that would fall outside of maintenance coverage that would be provided under Maintenance Per Incident Time and Material (TIM)would be as follows: • Programming, administration or configuration changes • Third party integration or applications • Acts of nature • Customer network outages and/or service providers issues • Avaya installation of customer or partner installable patches • Support that ends up being related to a product not under warranty or maintenance coverage • Parts or onsite support for Remote Only or Remote + Parts contracts • Products that are improperly certified by a party other than Avaya B. Additional Exclusions The following exclusions apply to Essential and Preferred Support coverage: Avaya Proprietary Page 11 of 22 Version 3.14(July 1,2018) AVAYA SA Essential and Preferred Support SAS • Any customized system features,configuration 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 network carrier or service provider. • Support for the Secure Access Link (SAL) Policy Server software beyond general usability questions. • Implementation, installation, and customization 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 application on the hardware. • Media or hardware replacement for damages or malfunctions caused by: (1) actions of non-Avaya personnel or the attachment of products not supported by Avaya; (2)failure to follow manufacturer's installation, operation, or maintenance instructions; (3)failure of products not serviced under this Service Description; (4)abuse, misuse, or negligent acts of non-Avaya personnel; (5) repair to products if the End Customer or the End Customer-authorized party modified the product in any manner, shall not be covered. • Services and all troubleshooting support not directly 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 issues caused by your use of root access to Avaya software or by any third party software use by you. Any requested Avaya support to return the communication systems to proper operating condition shall be charged at Avaya's commercial time-and-material rates. Any detrimental impacts due to the use of root 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 may be further limited by the Support Limitations and Exclusions described in the Service Agreement Supplement. • Distribution of patches and specific versions of legacy products with the embedded software that is no longer being used by Avaya. The list of affected products is located at https://downioads.avaya.com/css/PB/documents/1 01029433 7. Responsibility Matrix A. Implementation Unless Avaya installs the Supported Products through Avaya Professional Services,the End Customer will be responsible for the following actions; Responsibility End Avaya Customer Ensure the power and grounding of Avaya products meet the product X specifications Provide the proper environment for the Supported Products, including X electrical and telecommunications connections as specified by Avaya. Follow all of the Avaya installation, operation, and maintenance X instructions. Ensure registration of Avaya Supported Products is completed as defined by Avaya's most recent registration process and accurately maintained X after system changes. Provide Avaya with remote system access via an Avaya-approved _r_X Avaya Proprietary Page 12 of 22 Version 3.14(July 1,2018) i AVAYA SA Essential and Preferred Support SAS , connectivity method as provided in this Service Description. Use the"Avaya Products Security Handbook"available at http://support.avaya.com along with the individual product documentation to X secure remote access capabilities. Install, maintain and manage the Secure Access Policy Server including adrninistration of access policies if the End Customer opts t0 use SecureX Access Policy Server(Preferred Support only). B. Post-Implementation Support Service requests from non-accredited personnel may result in delayed support and will be billed time and material charges using Avaya's then current Maintenance Per Incident Rates, Responsibility End Customer Avaya Define internal procedures to maintain control of the original X software media including creation of backup copies. Maintain a procedure external to the software program(s) and host computer for backup and reconstruction of lost or altered files, data X or program to the extent the End Customer deems necessary. Notify Avaya of any moves of Supported Products covered by this X Service Description. Access and use web-based services available at http://support.avaya.com prior to submitting a service request to X Avaya Utilize Support Web site tools such as Create Service Request, Check Case Status, Request Parts Replacement,Administer.End X Customer Site Contacts, Download Software, and Check upgrade Entitlements Contact Avaya for entitled support. X Monitor alarms generated by Supported Products and carry out instructions available at http://suppbrt.avaya.com to resolve those alarms (Essential Support only), If the Partner requests support from Avaya but has made no attempt to resolve the alarm or if X another fault.has resulted from an unresolved alarm, the Partner may be charged time and material charges using Avaya's then current Maintenance per Incident rates. Ensure the network path allows Avaya alarms to be sent from Avaya X Products to Avaya via modem or Secure Access Link Authorize Avaya to utilize the End Customer's global network,to deliver alarms to the Avaya Service Center, if necessary(Preferred X Support only). Provide the Avaya Service Center with the following information when reporting a trouble: Avaya-provided End Customer Sold To Number, End Customer contact information, Description and X urgency of the problem, as well as system passwords and equipment access control features required for Avaya to provide Avaya Proprietary Page 13 of 22 Version 3.14(July 1,2018) AVAYA SA Essential and Preferred Support SAS remote support. Upon receipt of an Avaya service request, perform troubleshooting and diagnostics Via remote connection to isolate software and hardware-related problems and determine whether a Supported X Product is working in,accordance with Avaya's Staridard and pulil she'd documentation, including all associated application and configuration notes. Unless onsite coverage by Avaya was purchased: X Onsite troubleshooting as required. Upon receipt of an Avaya service request, isolation and resolution of all reproducible problems or anomalies resulting when Avaya installation or configuration instructions were used,:as long as the X configuration errors are specific to unaltered Avaya software product. Upon receipt of an Avaya service request, identification and resolution of any inconsistencies or errors in Avaya product X documentation. Request advance replacement of parts only for the eligible X Supported Products. 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 Description. For onsite parts replacement coverage, provide Avaya with onsite access to the Supported Products during Coverage Hours. `Access' includes physical access as well as network access to Supported X Products.Additional charges may apply if an Avaya field technician is scheduled to service equipment and the technician must wait after arriving onsite for equipment to become available for servicing. Schedule availability of authorized staff that will have the authority to make decisions on End Customer's behalf concerning the maintenance and service support of systems. The authorized staff is responsible to: • Approve any associated maintenance per incident charges X • Provide and approve all purchase orders for maintenance per incident invoices; • Permit Avaya to conduct an equipment certification, serviceability, and inventory check if required by Avaya prior to service assumption. Determine and schedule Major Release Upgrades including X authorizing End Customer contacts eligible to download the software (Upgrade Advantage only). Maintain the system at a current support release (N). Or one Major X Release prior(N-1). Maintain,Avaya products at the most current Service Pack ("SP") X and Firmware("FW) update level Ensure registration of Avaya Supported Products is updated as X defined by Avaya's most recent registration process, including the removal of deactivated equipment.This includes removing the Avaya Proprietary Page 14 of 22 Version 3.14(July 1,2018) i AVAYA SA Essential and Preferred Support SAS programming for any inactive or moved equipment administered in the customer's Communication Manager. Notify Avaya of any software/hardware upgrades, updates to,or X additions of any new software andfor applications to the existing systems, if,such upgrades and software/applications.we�er purchased from a vendor other than Avaya. Perform network audits on their network to ensure it is within Quality X of Service specifications (e.g. packet loss,jitter, packet latency, etc.) to maintain voice and data services, especially after making any changes to their network. Advise Avaya of all changes that affect the End Customer's network X configurations and operations of Supported Products Which may include IP addresses, subnet assignmentsr topology, server configuration or changes to firewalls that impact Avaya`s ability to monitor or remotely access the Supported Products. Register for case status alerts to receive notification of unresolved X EXPERT Systemssm alarms and off-board alarms (Preferred Support only). As of May 1, 2018,Avaya will no longer have available for download : X specific versions of legacy products with the embedded software that is no longer being used by.Avaya. Before May 1, 2018, Customers with affected products in Production are responsible to download and preserve'all software necessary to restore, move, or re-install for any reason their Production systems OR upgrade to a release or product line that is not affected, as recommended by Avaya. The list of affected products is located at. https://downloads.avaya.com/css/P8/documents/i 01029433 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 resellers, as applicable) all necessary approvals, 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 due date of scheduled mid- term payments with multi-year support contracts. • In addition the Partner will work on an ongoing basis with the End User Customer to: o Complete registration of Avaya Supported Products as defined by Avaya's most recent registration process and accurately maintained after system changes. o Provide guidance on Avaya product roadmap encouraging the Customer maintains their system at a current support release (N), or one Major Release prior(N -1). o Provide Avaya with remote system access via an Avaya-approved connectivity method as provided in this Service Description. Avaya Proprietary Page 15 of 22 Version 3.14(July 1,2018) AVAYA SA Essential and Preferred Support SAS 8.General A. Billing and Contract Start Date Support will commence and be chargeable as follows: • If Avaya sells and installs the Supported Products, support will commence on the date Avaya notifies the End Customer that the Supported Products are installed according to specifications. • If Avaya sells the Supported Products directly, but does not install the Supported Products, support will commence on the earlier of the date when software(i)features are enabled, (ii) is downloaded to the target processor or(iii) is physically delivered to the Customer premises. • If the Supported Products are purchased through an Avaya Partner(including Support Advantage Retail), regardless of what company installs the supported products, Support and billing will commence in accordance with the below schedule: Order Type Commence Support and Billing on the First Day of Month New Supported Products Second Month* Upgrades of existing products already under SA Second Month* support covera e, including licenses Increases in the quantity of existing products alreadyunder SA support coverage First Month" Same order for increases in the quantity of existing products already under SA support coverage Second Month* contains new Supported Products or an upgrade 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 already under SA support coverage *Month following the date that the order for the Supported Products is accepted by Avaya in its order processing system Note— • For Third Party Products support commencement may vary from the above dates. • If an earlier commencement from the above dates is being requested, then this must apply to all line items in the order. B. 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 solution 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(July 1,2018) AVAYA SA Essential and Preferred Support SAS i C. Renewal of Coverage Support Advantage coverage for Supported Products will automatically renew at the end of the initial term of coverage and any renewal term under Avaya'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 reseller or Distributor, renewals will not be automatic unless auto-renewal is available from Avaya.Auto-renewal for authorized resellers and distributors is not available 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 1-year software 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 for the initial year of coverage for the same Supported Products. Upgrade Advantage multi-year software upgrade support agreements will renew at then-current rates. D. Re-initiation of Lapsed Coverage A re-initiation fee will apply to reinstate support and Subscription Licensing when coverage has lapsed. The applicable re-initiation fee will be invoiced and payable with the first billing of the new coverage. For details on the fees, refer to the Support Re-initiation Policy. Note: 1. The re-initiation fee is subject to change at any time. 2. Re-initiation 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 eligible for coverage; however, certification of the Supported Products may be required. Certification ensures that Supported Products are properly installed and in good working order. Certification of Supported Products may be required when: 1. 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 coverage 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 are not added under Support Advantage coverage within 45 days of certification completion.Avaya does not guarantee Supported Products subject to certification will be certified. If Supported Products are found to be ineligible for certification, the Customer is responsible for corrections required to make Supported Products eligible. A list of Support Advantage Supported Products is located at http://support.avaVa.com/support advantage. F. Coverage Required for Software on a Single Application or Application Bundle All licenses for a single application on a single server must have the same level of coverage (i.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 incremental charge, calculated to be coterminous with existing coverage. Avaya Proprietary Page 17 of 22 Version 3.14(July 1, 2018) AVAYA SA Essential and Preferred Support SAS Where licenses for the same application are consumed in a hybrid model (for example: Perpetual and Subscription),ALL licenses must have active coverage and where available, the same level and method of coverage. Subscription licenses are only available on the most current release and must include Upgrade Advantage. To be able to have both subscription and perpetual licenses in the same application, the perpetual licenses will(i) need to be upgraded to the most current release; (ii) include Upgrade Advantage; and (iii) have the same contract selling model as the Subscription licenses. 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 Center) can be covered by different levels of Support Advantage coverage but must have the same delivery option (either all Avaya Delivery or all Co-Delivery). All integrated solutions 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 covered 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 set forth below will apply.A list of integrated solutions is located at http://support.ayaVa.com/support advantage. In the scenario 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 Same 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. Where customer locations are covered by a mixture of both Wholesale and Co-delivery the Channel Partner 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 agreement 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 whole network with Support Advantage for fabric allowing them seamless 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 Customer's systems for support. The Customer should have the SAL Gateway installed no later than the delivery date of the 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 liability 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 Avaya Proprietary Page 18 of 22 Version 3.14(July 1, 2018) AVAYA SA Essential and Preferred Support SAS using Avaya's then current Per Incident Maintenance rates to cover any additional costs to Avaya in providing support to the End Customer when 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: (i)Support Advantage charges up to and including the date of termination, and (ii) cancellation fees. Cancellation 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 1st year annual fees to be paid in full Cancellation fees will be calculated as follows for a 3 year agreement: • Cancel in Year 1: Full amount of 1 st annual fees to be paid in full • Cancel in Year 2: Full amount of 1 st , 2nd year annual fees to be paid in full • Cancel in Year 3: Full amount of 1 st, 2nd and 3rd year annual fees to be paid in full. Cancellation fees will be calculated as follows for a 5 year agreement: • Cancel in Year 1: Full amount of 1 st year fees to be paid in full • Cancel in Year 2: Full amount of 1 st and 2nd year annual fees to be paid in full • Cancel in Year 3: Full amount of 1 st, 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 1st, 2nd, 3rd,4th and 5th year annual fees to be paid in full Support Advantage charges include amounts payable for Upgrade Advantage for the purpose of calculating cancellation fees. All refunds for prepayments on contracts that are terminated other than due to Avaya's breach will be provided as a credit. Avaya virtual application upgrades and/or migrations may require less hardware.As a result, Avaya monthly maintenance costs could be lower or hardware maintenance may not be required at a previously covered site. In these instances termination fees will not be applied, provided 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. L. Extended Services Support Periodically, Avaya or a third party manufacturer may declare"end of life," "end of service,""end of support,""manufacture discontinued" or similar designation ("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 details: http://support.avaVa.com/css/P8/documents/100081098 The End Customer may access Avaya's user support website(http://support.avaVa.com, or such successor site 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 19 of 22 Version 3.14(July 1,2018) AVAYA SA Essential and Preferred Support SAS 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 interoperability/usability solutions, are no longer provided. • Certain faults 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 experience delays in response or repair intervals. • Avaya will endeavor to reserve its spare parts inventory to support Extended Services Support customers. However, since replacement 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 support.avaya.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://support.avaya.com/Support Advantage. Appendix A: Definitions Business Severity Categories: Outage Service Request: 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 capacity, or results in a loss of service for a significant number of end users. This situation severely impacts productivity or creates a significant financial impact or presents a risk for loss of human life. NOTE: requires customer to commit to 24x7 dedicated resource until restoration/workaround.. Severe Business Impact Service Request: Severe degradation of production system or service performance for which there is no active workaround and problem severely impacts service quality or the control or the operational effectiveness of the 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 8x5 if not) until restoration/workaround. Business Impact Service Request: Significant degradation to the system's operation, maintenance or administration: requires attention needed to mitigate a material or potential effect on system performance, the end-customers or on the business. Also includes automated product alarms which meet the Business Impact criteria as noted above. Non-Service Impact Service Request: 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 Version 3.14(July 1,2018) AVAYA SA Essential and Preferred Support SAS related to a problem, the problem has a tolerable workaround. Includes consultation, records corrections and administrative issues. Class 1 Product Correction Notice: A major system failure due to product non-conformance with high probability of potential loss of system use or functionality and/or loss of customer information. Class 2 Product Correction Notice: A moderate system failure with moderate probability of loss of system use or functionality and/or loss of customer information. Class 3 Product Correction Notice: A minor system failure with low probability of potential loss of system use of functionality and/or loss of customer information. Commercial Aqreement: Means, as the context requires, a direct Customer Agreement, a Reseller Agreement, a Value Added Reseller Agreement, a Distributor Agreement, a Service Provider or Systems Integrator Agreement. End Customer: Means the end customer purchasing support service directly from the Partner(or the Partner purchasing service for Its own internal use)for the Supported Products, Feature Pack: A downloadable, quick and easy to install, software deliverable containing one or more features that may be enabled individually and/or optionally 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.y.[z]). Maintenance Per Incident: Time and material (T&M) support available for out-of-scope or break-fix related activity not included in this Service Description. Support may be remote and/or onsite based on the product being supported and the time of day. Major Release:A major change to the software that introduces new optional features and functionality. Major Releases are typically designated as a change in the digit(s) to the left of the first decimal point(e.g., [n].y.z). Minor Release: A change to the software that introduces a limited amount of new optional features and functionality and/or extension of existing features. Minor Releases are typically designated as a change in the digit to the right of the first decimal point(e.g., n.[y].z). Order Closure: When an order is booked and closed within Avaya's billing system of record (SAP). Partner: Means, as the context requires, any of the following: an authorized Avaya reseller, value added reseller, distributor, service provider or systems integrator partner Perpetual License: One-time fixed quantity license typically billed up front allowing continued use of the software for as long as the customer complies with the license terms in the contract language. Service Description: The Service Description may also be referred to as a Service Agreement Supplement (SAS), Service Description Document(SDD), Statement of Work (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 correction provided in the form of a patch, super patch, service pack, bug fix, etc. Standard Business Hours: Monday through Friday (or any other local period of five (5)consecutive working days according to local custom) between the hours of 8:00 a.m. and 5:00 p.m. in the time zone where the Supported Products are located, excluding Avaya observed holidays (a list is available upon request). Standard Operating Environment: The covered applications, databases and operating systems that have been tested and certified by Avaya. Subscription Licensing: Means the Software licenses which are subject to a Fixed Term Software Subscription and/or Pay-per-use Software Subscription at any given time. Subscription License—Fixed Quantity: Fixed Quantity of Software typically billed up front on a recurring basis and used for a specific, limited period of time during which the user is allowed access/right to use of the software. Avaya Proprietary Page 21 of 22 Version 3.14(July 1,2018) I AVAYA 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 period of time during which the user is allowed access/right to use of the software. Supported Products: The software and hardware products manufactured by Avaya and included on a service 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 Party Products: means any products manufactured or developed by a party other than Avaya, and may include 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 (i) embedded in Products (i.e., not recognizable as stand-alone items); and (ii) 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 title from a source other than Avaya or a Distributor or(ii) is sold by Reseller to unauthorized third parties who are not End Users. Notwithstanding 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. Upgrade: A Major Release of software. Avaya Proprietary Page 22 of 22 Version 3.14(July 1,2018) EXHIBIT C LINKS TO DIR AGREEMENT: DIR-TSO-2654 USED BY AGILITY COMMUNICATIONS GROUP i DIR Agreement: DIR-TSO-2654 Used By Agility Communications Avaya, Inc. DIR Contract Page ht_tps://dir.texas.gov/View-Search/Contracts-Detaii.aspx?contractnumber=DIR-TSO-2654 STATE OF TEXAS DEPARTMENT OF INFOR MATION RESOURCES CONTRACT FOR PRODUCTS AND RELATED SERVICES, AVAYA, INC. https://Pubext.dir.texas.gov/portal/internal/contracts-and-services/Contracts/DIR-TSO-2654%2OContract.pdf TERMS & CONDITIONS https://pu bext.d ir.texas.gov/portal/internal/contracts-and-services/Contracts/DIR-TSO- 2654%20Appendix%20A%20Standard%20Terms%20and%20Conditions%20(per%20Am end ment%202).pdf HUB SUBCONTRACT PLAN https://pubext.dir.texas.gov/portal/internal/contracts-and-services/Contracts/DIR-TSO- 2654%20Appendix%20B%20H UB%20Subcontracting%20PIan%20(Approved%20on%203-26-2018).pdf PRICING INDEX https://pubext.dir.texas,gov/portal/internal/contracts-and-services/Contracts/DIR-TSO- 2654%20Appendix%20C%20Pricing%201ndex.pdf STATE& LOCAL GOVERNMENT/ EDUCATION CUSTOMER AGREEMENT https://pubext.dir.texas.gov/portal/internal/contracts-and-services/Contracts/DIR-TSO- 2654%20Appendix%20D%20Avaya%20Customer%20Agreement.pdf AMENDMENT NUMBER 1 https://pubext.dir.texas.gov/portal/internal/contracts-and-services/Contracts/DIR-TSO- 2654%20Amendment%201.pdf AMENDMENT NUMBER 2 https://Pubext.dir.texas.gov/portal/internal/contracts-and-services/Contracts/DIR-TSO- 2654%20Amendment%202.pdf EXHIBIT D CONFLICT OF INTEREST QUESTIONNAIRE CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO For vendor doing business with loco( governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with Chapter 176,Local Government Code,by a vendor who Date Received has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local governmental entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code.An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. Agility Communications Group LLC 2 ❑ Check this box if you are filing an update to a previously filed questionnaire.(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information is being disclosed. N/A Name of Officer AJ Describe each employment or other business relationship with the local government officer,or a family member of the officer,as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer. Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income, other than investment income, from the vendor? Yes ® No B. Is the vendor receiving or likely to receive taxable income,other than investment income,from or at the direction of the local government officer or a family member of the officer AND the taxable income is not received from the local governmental entity? EDYes No s Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or other business entity with respect to which the local government officer serves as an officer or director,or holds an ownership interest of one percent or more. N/A s Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts El as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1). 7 10.16.18 Signature of veb&r doing busi ess with the governmental entity Date Form provided by Texas Ethics Commission www.ethics.state,tx.us Revised 11/30/2015 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy of Chapter 176 of the Local Government Code maybe found at http://www.statutes.legis,state.tx.us/ Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form. Local Government Code§176.001(1-a):"Business relationship"means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal,state,or local governmental entity or an agency of a federal,state,or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public;or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code§176.003(a)(2)(A)and(B): (a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor; (B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than$100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed;or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code§ 176.006(a)and(a-1) (a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity,or a family member of the officer,described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity,or a family member of the officer,one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B),excluding any gift described by Section 176.003(a-1);or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application,response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity;or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer,described by Subsection(a); (B) that the vendor has given one or more gifts described by Subsection(a);or (C) of a family relationship with a local government officer. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015 M&C Review Page 1 of 2 Official site of the City of Fort Worth,Texas CITY COUNCIL AGENDA FORRTTW�ORRTH COUNCIL ACTION: Approved on 9/25/2018 REFERENCE ** 13P18-438303 WATER CALL DATE: 9/25/2018 NO.: P-12258 LOG NAME: CNTR MAINTENACE & SUPPORT SR CODE: P TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize Non-Exclusive Cooperative Purchase Agreements with Agility Communications Group, LLC, ConvergeOne, Inc. and Lantana Communications Corporation to Renew Maintenance, Support and Monitoring for the AVAYA Customer Call Center and Authorize Two Additional One-Year Renewal Terms (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize a non-exclusive Cooperative Purchase Agreements with Agility Communications Group, LLC, ConvergeOne, Inc. and Lantana Communications Corporation in an annual amount of$160,000.00 to renew maintenance, support and monitoring for the AVAYA Customer Call Center Phone System for the Water Department using cooperative agreements GSA GS-35F-0156V, DIR-TSO-2687 and DIR-TSO-2654 and authorize two additional one-year renewal terms. DISCUSSION: The City of Fort Worth uses the AVAYA phone system as an integrated computer automation and business software system for the customer call center. The Water Department is seeking to renew the annual maintenance, support and monitoring of the AVAYA phone system with multiple suppliers in the amount of $160,000.00. The renewal of maintenance, support and monitoring will ensure the coverage of current and future hardware, software and infrastructure weaknesses. The support services section will cover the complex array of highly integrated telephone equipment, computer automation and the business application software that directly ties with the Water Department's billing system. PRICE ANALYSIS -The prices were obtained through the GSA Contract number GS-35F-0156V, DIR- TSO-2687 and DIR-TSO-2654. This GSA and DIR contracts offers fixed discounts for these services. The Water Information Technology staff have reviewed the pricing and determined it to be fair and reasonable. COOPERATIVE PURCHASE -State law provides that a local government purchasing a item through a Cooperative Purchasing Agreement satisfies any state law requiring that the local government seek competitive bids for the purchase of the item. GSA Contract number GS-35F-0156V, DIR-TSO-2687 and DIR-TSO-2654 has been confirmed to have been competitively bid to increase and simplify the purchasing power of government entities. ADMINISTRATIVE AMENDMENT-An administrative change order to increase may be made by the City Manager in the amount up to $40,000.00 and will not require specific City Council approval as long as the sufficient funds have been appropriated. M/WBE OFFICE -A waiver of the goal for MBE/SBE subcontracting will not be required due to this agreement being a Cooperative Purchasing Agreement. This satisfies the local government requirements. TERM OPTIONS- Upon the City Council approval,this Agreement shall begin on September 1, 2018 and end on August 31, 2019. The annual maintenance, support and monitoring of the AVAYA phone system under this agreement may be renewed for up to two additional one-year terms in accordance with the GS- 35F-0156V, DIR-TSO-2687 and DIR-TSO-2654. 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: http://apps.cfwnet.org/council_packet/mc review.asp?ID=26357&councildate=9/25/2018 10/17/2018 M&C Review Page 2 of 2 The Director of Finance certifies that funds are available in the current operating as appropriated. Prior to an expenditure being made, the participating city department has the responsibility to validate the availability of funds. Future year renewals are subject to the approval appropriations by the Mayor and City Council. BQN\18-438303\SR TO Fund Department Account Project Program Activity Bud-g—etT Reference# Amount ID ID Year (Chartfield 2) FROM Fund Department Account Project Program Activity Budget Reference# Amount ID I ID Year Chartfield 2 Submitted for City Manager's Office by: Susan Alanis (8180) Originating Department Head: Cynthia Garcia (8525) Additional Information Contact: Sheila Baker (8356) Steven Rathers (2057) ATTACHMENTS Agility Form 1295 Certificate 100415002 City of FW.pdf ConvergeOne 1295.pdf DIR-TSO-2654.pdf DIR-TSO-2687.pdf GSA Contract GS-35F-0156V.pdf Latnana Communications Form 1295.pdf http://apps.cfwnet.org/council_packet/mc_review.asp?ID=263 57&councildate=9/25/2018 10/17/2018 CERTIFICATE OF INTERESTED PARTIES FORM 129J 10f1 Complete Nos. 1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2018-400474 Agility Communications Group LLC Murphy,TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 09/06/2018 being filed. City of Fort Worth Date Ack owledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. GS-35F-0156V Phone system maintenance and support, upgrades and enhancements Nature of interest 4 Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary 5 Check only if there is NO Interested Party. X 6 UNSWORN DECLARATION My name is Amy Reeves and my date of birth is 09.17.72 My address is 7618 Graystone Dr Sachse TX 75048 USA (street) (city) (state) (zip code) (country) declare under penalty of perjury that the foregoing is true and correct. Executed in Collin County, State of Texas on the 6 day of September 20 18 (month) (year) Signature of authoriz agent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.6711