05-388Council File #
RESOLUTION
OF SAINT PAUL, MINNESOTA
Presented By:
Green Sheet #
O S_38$
3026058
�
Referred To: Committee: Date
�
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
BE IT RESOLVED, that the Saint Paul Fire Department is authorized to enter into the attached agreement with
NextiraOne, which includes an indemnification clause, to provide remote monitoring and onsite service for the Fire
and Police department telephone system. A copy of said agreement is to be kept on file and on record in the Office
of Financial Services.
Requested by Department of:
Adopted by Council: Date - '7 o�0(U,S
Adoption Certified by Council Secretary:
�
Approved
�
yor: Date - G7 `� �
5���
Fire & Safe Services
By: j2� �
Approval f�ecommended by Director of Financial Services:
By_ f
by City Attorney:
�
� � DS ":38�
�' �' � Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet Green S eet �
a�
DepartmenY/officelcouncil: Date Initiated:
FR �� 11-APR-0S Green Sheet NO: 3026058
CoMact Person 8 Phone• Deoartrnent Senf To Person ' VD�a
Chief Douglas A Holton � 0 're '� /Q
�� A55ign 1� re De artne t Director
Must Be on Council Agenda by (Date): Number y � �
For
Routing 3 a o•s Olice Ma or/ istan[
Ofder 4 un ii
' � 5 i lerk Ci Clerk
ToW I# of Signature Pages ,(Clip All Cocations for Signature)
Action Requested:
Approval of ffie attached Council Resolution authoriziug the Department of Fue and Safety Services to enter into remote systexn
monitoring and onsite service ageement for tlxe Police and Fire telephone system with NextiraOne.
Recommendations: Approve (A) or Reject (R): Personal Service Contracts Must Answer the Following Questions:
Planning Commission 1. Has this person/firm ever worked under a contract for this departrneot?
CB Committee Yes No �
Civil Service Commission 2. Has this person/firm ever been a city employee?
Yes No
� 3. Dces this personlfirm possess a skill not normafly possessed by any
- cuvent city employee?
Yes No
Explain ail yrs.answers on separete sheet and attach to green sheet
Initiating Problem, Issues, Opportunity (Who, What, When, Where, Why): .
This agreement would continue the delivery of system maintenance and repair for the telephone system for the next two yeazs.
Advantapes If Approved:
Continued 24/7 remote system monitoriug and onsite service as required for the telephone system and associated components.
Disadva�Wges If Approved: � � y""�° �y � � ���
None. �. �.�
APR 2 � 20�5
DisadvantageslfNotApprwed: � A�4ry��=��
Discontinuarion of 24 hour system monitoring and an uncertain response to service outages. e 0•1 [ t„I p y �P
ToWI Amount of 12416.65 Cost/Revenue Budgeted: Y '�
�� Transaction: � �
Funding Source: 001 - Genefa) FUild Activity Number: 05120 �✓�'"��-�"�`x; ����°�� ��`��'�`�
Fircancial Information:
(Explain) ��� � � �
bS -.3�
������ Customer Inventory Schedule A- Maintenance Pricing - cPart o+
a Multi-SiTe QuMe)
Quote ID: 41744
Project Number: 50210353
Customer Name: Sf. PAUL POLICE AND FIRE DEPTS
Site Name: St. Paul Police and F�re
Site Number: 10339642
Address: 100 E 117H ST
City, State 2ip: SAINT PAUL MN 55101
Contact Name: Telecom Manager
Contact Phone: 612/292-3599
Biiling Address: S00 E 117H ST
City, SWte Zip: SAINT PAUL MN 55101
System Type: Op[61C
Service:
ContraR Start Date: 3/28/2005
Contrad End Date: 3/D/2007
Contract7erm: 2
Sales Person Name: Nicole Sam
Ports: 295
Services Package:
• Ativantage -SELECT
Service Features:
• Emergency - 24 X 7 X 2
• Routine - 8 X 5 X NBD
• Onsite Sokware Maintenance
• Onsite Hardware Maintenance
• Parts & Labor
• Selec[ Options Chosen by Customer
i - . . ___ ' . _ _ __..
i Unit
,COmponent Pricing
yT-1, PRI, DTI Card
;Meridian Mail Ports
NextiraOne Service Pricing Summ
�Description
=NeutiraOne Services - Base System Package Price
iTotal Equipment
;TOtal PriCe
;Total (Annual)
�Total (Term)
Quantity
1
25-28
$12,416.65
{ ��
v
Customer Initials
Date
Page 1 of 1
oS - 3$$
ORDERFORM
��������
SECfION A: CUSfOMER INFORMATION
Customer Name ("CUStomer"): NextiraOne, LLC and/or the applicabie NextiraOne, LLC
ST. PAUI POLICE AND FIRE DEPTS subsidiary or affiliate as identified in the Agreement
("Nexti20ne")
2800 Port Oak Blvd., Suite 200
State of Incorporation: Houston, TX 77056
(713) 307-4000
Principal Address: Billing Address:
100 E lll}i Sf S00 E 11TH ST
City: SAINT PAUL SWte: MN Zip: 55101 City: SAINT PAUL SWte: MN Zip: 55101
Tax ID No. The tertns of Agreement shall govem this Order.
Tax Emempt Status 1-� Yes � No
Tax Exempt No. Effective Date of Agreement: 3/28/2005 � MOA
If "Yes" (exempt) Certificate of Tax ExempUOn MUST be attached to
Order.
Customer Purchase Order Number: Qf applicable) Customer Number/Project Order Number: (internal use only)
10339642/ 50210353
Customer Contact Name, Phone Number and email address:
Telecom Manager 612/292-3599
NextiraOne Contact Name and Phone Number: (internal use only)
Nicole Sam 713.393.8340
Date of Order Form is Represented by the Customer Term of Order:
Signature DaYe Set Forth Below 3/28/2005 - 3/Z7/2007
Purchase Plan:
� Cash Purchase
� Third Party Lease/Financing by
(Must have prior written approval from Nexti20ne. Lease/financing company documentation MUST be attached [o Order,
e.g., Document Receipt Notice, Assignment and Assumption Agreement, etc.)
SECTION B: SELECT ALL APPLICABLE PRODUCT/SERVICE OPTIONS
Select all that apply:
� New Sys[ems and/or Services � CCAT Services -
� Adds/Upgrade to Existmg System � Other:
� Installation Services
SECTION C: PRODUCT PURCHASE AND INSTALLATION
System Price (exduding applicabie taxes and shipping): * Check box if shipping is induded in a Voice System Pnce: ��
Payment Terms: (excluding applicable taxes and shipping) Data: _
Yoice: Payments are doe upon receip[ oF invmce. Charges for ins[ailation
If [he system p"ce is equai to o areater than $75 000• and implementa4on services are invoiced upon completion.
25% of System Price due at Customer siqning
60°h of Sys[em Price due at Delivery Other Payment Terms:
15% of System Price due a[ Cutover due at Delivery
Other: due at Cutover
If the system orice is less than $75 000�
50% of System Price due at Customer signing Other:
50% of System Price due at Cutover
Other: Requested On-Site Date:
For droo-shio orders:
50% of System Price due at Customer si9ning Late payments may result in suspension of work and in installation
50% of System Price due at Dellvery and delays.
Other:
Anticipated Delrvery Date:
Anticipated Cutover Date:
Final Configuration Date:
La[e payments may result in suspension of work and in installation
delays.
Customer Initials
Page 1 of 2
b� - 3$g
ORDERFORM
Fee
ne�chr r�ree
Payment Terms: Service Billing Option for Managed Services and Maintenance (excluding applicable taxes):
� Pre-paid Billing (Standard) 2 years $12,416.65 (per yearJ
� Deferred Billing - avaf/able for Voice Support onty (deferred until wartanty expiration)*
� Special Biiling*: 2 years (per year)
512416.65 512.416.65
(Year 1) (Year 2) (Year 3) (Year 4) (Year 5)
Billing payment schedule (check one): ,��, `, qnnually $12,416.65 � Semi-Annually � Quarterly � Monthly
* Any billing option selected other than annua� will inmrpo2te an additional Processing Fee.
E:ATTACHMENTS
� Scope of Work (Product & Managed Services
�' Customer Inventory Schedule(s)
� Software License
� Tax Exemption Certificate
� Lease/Fnancing company documentation
�— Other:
SECTION F: SIGNATURES
Customer: ST. PAUL POLICE AND FIRE DEPTS NexYiraOne, LLC and/or its applicable Subsidiary or Affiliate
BY: BY:
NAME: NAME:
TITLE: TITLE:
DATE: DATE:
Page 2 of 2
vs- 3$g
nex��n��
1. AGREEMENT. This Support and Mana9ed Services Agreement (as
define0 below) between you ("you" may also be referred to as "CUStomer')
and the applio6le Nexti20ne ope2ting en[ities (herein, "NextiraOne") sets
forth the leqal rights and obli9ations govemin9 your orders for ihe purchase
of the services tlescribed herein. Customer reprrsents that it owns or leases
certain mmmunicatlons and/or Intemetworking electronic equi0men[ and
sublicenses the associated software ("SOftware°) (mllectively, ihe "System")
as descnbed in the attached Customer Inventory Schedule(s). Cus[omer
may order from NeztiraOne managed servites, including maintenance
services, for the System pursuan[ to the selec[ed Service Plan(s) (as definetl
in Section 5 below) antl as set forth at
(www.nezti2one.mm/us/contraarertns) (hereinaRer referred io as eiffier
"Managetl Services" or "Maintenance" as appropria[e or collectively "Service"
or "Services"). NeztiaOne agrees to fumish such requestetl Services for the
System. The System and i4s loration(s) (ffie "Premises") are described in
the Ortler Fortn, as defned below, and the Customer Inventory Scheduie(s).
The Cuscomer will be provided Services by NexYiaOne, LLC andJor ics
appiicable subsidiaries and affiliates, while all work pertortned for Customer
in California will be pehortned by NextiraOne Califomia, LP and work
pertormed in Alabama, Arkansas, Floritla, Mississippi and Tennessee wili be
pertortned by NeMiraOne Installat�on, LLC. This Support and Managed
Services Agreement consists of these terms and mnditions, a signed order
form(s), applicable Scope of Work, Customer Inventory Schedule(s), a
selec[ed Service Plan (as defined in Section 5), geneal tertns and conditions
("General Terms"), supplemental service terms and contlitions ("Additional
Terms" as defined in SecYion 10 below), boih sets of such tertns are set
forth at (www.nextiraone.com/us/contracttertns) (all collectively, and as
applicable, the "Tertns an0 Conditions"), and applicable Software license
(collectively, the "Agreement"). Cus[omer order(s), including the initial order
as identifed herein (coliectively the "Order"), shali be incorporated into this
Agreement by reference during [he Tertn (as defined below) of this
Agreement. Such Orders shall be set forth on a su6sequent OMer Form
s�9ned by the Cus[omer in the fortn as set forth at
(www.nex[iraone.com/us/contracttertns) (the "Order Fortn"). A Scope of
work an0/or Service Plan, if applicable, shall be attached to the Order Form
antl shall be deemetl incorporated into this Agreement.
2. TERM AND RENEWAL OPTIONS. The term of this Agreement shall
wmmence on 3/28/2005 (the "Effective Date"), and wili continue (24)
months thereafter following the Effec[ive Date ('Term"), and this Agreement
shall apply to any Order placed during the Tertn, even if pertormance
extends beyond the Term. If neither Customer nor NextiraOne provides the
other written notice of cancellatlon at least th�rty (30) days prior to the end
of the Term or the end of the term oF any Order placed hereunder, ffie Term
or the term of such Order, as applicable, will automatically renew for an
atlditionai periotl of one (1) year at NeMiraOne's then current time and
material rate(s).
3. SERVICE FEE. The price for Managed Services and/or Maintenance,
excluding applicable Laxes, is set forth on the Order Fortn (the "Service
Fee"). The Service Fee, plus all applicable taxes, is due annuaily in advance,
unless otherwise agreed in writing by [he parties. NextiraOne may assess a
processing fee for penodic billings. Customer �s responsible for all applicable
taxes, shipping, handiing and other charges applicable to the Services
provided untler this Agreement. Customer a9rees either to pay to
NextiraOne the amount of all appiiwbie taxes or to provide evidence of its
tax exempt status no later [han the date of any Order. If sales or use taxes
are not invoiced or collected, and it is later determined that sales or use
[axes appiy, Customer agrees to pay such taxes, with any interest or
penalties. All charges are due on receipt of invoice. Service Fees received
more than thirty (30) days aker billing are subject to a la[e payment charge
the lesser of one and one-half percent (1.5%) for each thirry (30) day
period that they remain unpaid or ihe maximum permitted by law. Customer
shall no[ be relieved of its payment obligations due to the failure of any third
par[y to make timely paymentr.
4. SERVICE FEE ADJUS7MENT5. NexhraOne may increase the Service
Fee for additions to or moves of components of the System and additions or
changes to the confi9uration of a mmponent of the System, including any
uD9rades and new periDheral devices ("MOdifitations"). Modifications shall
be procured and subject to a separate wntten Order between the partres.
Additional equipment purchased from NextiraOne and atlded to the System
("Additions") shall be procured and sub�ect to a separate written equipment
purchase agreement between the parties. In such Orders, Customer will
provide a wntten statement setting forth the location of additional rtems of
equipment, quantity, description, serial number and part number. Any
necessary adjustment to the Service Fee wili be set forth on an explanatory
Support and Managed Services Agreement
Oocument or quo[ation issuetl by Neati20ne. All Modifiwtions and/or
Additions shali be indudeQ in the service covea9e provided by this
A9reement and shall be subject to the Tertns and Conditions of this
Agreement and be co-tertninus with the Tertn of the applimble Order.
Nex[iraOne will maintain Modifiwtions pertortned by a party other than
Nexti20ne only if Custome(s modified � sys[em is certified by
NeatiraOne at Customers expense to be opeating in arcordance with
manufac[ure(s standards for service and maintenance. Cus[omer
agrees to pay Nez[i20ne'S then current time and materials 2tes for
such certification efforts in the even[ Nes[laOne agrees to mainbin
such MoAiFrations. Customer hereby acknowledges that Modifications,
inUuding software up9rades, pertortned or suppiied by unau[horized
distributors may result in: (i) a denial ot the warranry services from the
manufacturer of Me Sys[em; (ii) a denial of Me Maintenance from
Nez2iraOne; or (iii) voieing of the Software license. Any Additions
and/or Modifcaiions pertormetl by NextiraOne require a sepaate Order.
5. MANAGED SERYICE AND MAINTEPlqNCE OBLIGATIONS.
NextiraOne's Mana9ed Services and post-warranty Maintenanm
obligations shall be as defined in the General Terms, the Scope of Work
and the Customer selec[etl service plan found at
(www.nextiaone.com/us/contracttertns) ("Service Plan").
6. LIMITATION OF LSABILLfY AND INDEMNIFICATION. (A)
IN NO EVENT SHALL NEXTIRAONE BE LSABLE FOR: (i) ANY IND]RECT,
SPECIAL, INCIDEMAL, OR EXEMPLARY DAMAGES; (ii) CONSEQUENTIAL
DAMAGES, INCLUDING BUT NOT LiMITED TO, COMMERQAL LOSS OF
ANY IQND WHICIi INCLUDES LO55 OF BUSINE55, PROFifS, REVENUE
OR SAVINGS, AND LOSS OF DATA OR MESSAGES; OR (iii) ANY
DAMAGES OF ANY KIND RESULTING FROM UNAUTHORIZED USE OF
7HE SYSfEM, INCLUDING, WIfHOUT LIMITATION, TOLL FRAUD OR
COMPUTER VIRUSES. THIS PROVISION APPLIES TO ALL CLAIMS
WHETHER BASED UPON BREACH OF WARRANTY, BRFACH OF
CONTRACT, NEGLIGENCE, SrRICT LIABIISTY IN TORT OR ANY OTHER
LEGAI THEORY, AND WHETHER NEXiIRAONE HAS eEEN ADVISED OF
THE POSSIBILS'IY OF SUCH DAMAGE OR LOSS. WITH RESPER TO
ANY CLAIM POR DIRER DAMAGES, THE ENTIRE LIABILiTY OF
NEXTIRAONE FOR CLAIMS ARISING UNDER OR IN ANY WAY
RELATED TO THIS AGREEMENT SHALL NOT IXCEED QTHER THE
VALUE OF THE ORDER GIVING RISE TO THE CLAIM OR
$1,000,000, WHICHEVER IS LE55. (B) NextiraOne shall be Iiable for
any physical dama9e i[ causes to the System or its components due to
its gross negligence or wiilfui mis<onduct. In suth event, CustomeYs
sole remedy shall be limited to NextiraOne's repair of the System or
mmponent, or if the Sys[em or component cannot be repaired, as
detertnined by Ne>KiraOne in its sole discretion, replacement with a
comparable System or mmponent or a pro2ted refund. (C) Each party
shall defend, indemnify and hold harmless the other party, and its
respectrve directors, offcers, trustees, mem6ers, empioyees and agents
from and against any third party claim, suit, action or proceeding
alleging bodily in7ury (inciuding death) or dama9e to tan9ible property
to the extent such injury or damage is caused by the gross ne9ligence
or willful misconduc[ of the indemnifying party, its employees,
subcontractors or supplieYS in connection with the pertormance of
Services or the unauthorized dixlosure or use of any Confidential
Information, as defined in the General Terms, under this Agreement,
provided tha[ such claim is promptly reported to the indemnifying party
in writing.
7. SERVICE EXCLUSIONS. (A) Services do not include repairs or
replacements neceSSiUted by (i) fire, expiosion, power irregularities,
power surges, ac[s of God, including, without limitation, earthquakes,
rains, Floods or lightmng, or any other cause not attributable to
NextiraOne or a defect in the System that is not eligible for Service
under the Scope of Work or appiicable Service Plan; (ii) deterioration of
ma[eriais which, hy thev nature, have a limited shelf life (including,
without Iimitatlon, batteriesJ; (iii) Custromer's failure to foilow operation,
maintenance, wamanty, or environmental requirementr described in
any of the manufacturer's manuals or product bulletins, or in
NextiraOne manuais and other documentat�on provided to Customer;
(iv) Customer's addition(s), alteration(s), modification(s), enhancement
(s) or repair(s) to, or disassembiy of, the Sys[em; (vj damages
resulting from mishandiing, abuse, or misuse of [he System by
Customer or a third party; (vi) relocanon of [he System without
NextiraOne's written consent (other than telephones relocated in
accordance with the manufac[urers specificabons); (vii) faiWres or
required changes resulting from the local exchange company,
Page 1 of 2
r �:1
Support and Managed Services Agreement
interexchange carrier, the power company or other transmission providers, Texas shall govem this Agreement without regard to iG choice of laws
or (viii) any o[her service not 2qufred to keep ffie System in good prinuples. (C) Non-SOlitrtation and Non-Xire. Customeq indutling
operating mntlrtion for nortnal use. (B) When NextiraOne determines that i[s subsitliaries and affiliates, shall nei[her directly nor indirectly soliut,
the Sys[em, any Sys[em componen[, or ope2ting System software or hire or coniract with any NeatiraOne employee(s) pertorming work for
application Software can no longer be effectiveiy maintaineA for any reason, Customer under this Agreemen[ dunng the 7ertn of this A9reement
inUuding but not limited to, usage, environmental conditions, or iack of and for one (1) year after tertninatlon or expiration. (D) Exxution.
readily available replacement parts or Software, NextiraOne shall infortn This A9reement may be etecuted contemporaneously in one or more
Customer and reserves the right to cancel, in whole or in part, its Service counterparts, each of which shall be deemed an originai, but which
o6ligations for a Sys[em, any System component, or operatlng Sys[em [oqether shall cons[itute one instrument. In addiGOn, Me parties may
software or appli�tion SoRware if NeatiraOne detertnines, in its rely on a facsimile transmission of the o[her partys authorized
mmmercially reasonable discretion, [hat it is unable (on commercially signature [o bind the other party. Cus[omer a9rees to send an original
reasonable tertns) to (i) conUnue to provide the Services, or (ii) obTain to Ne�ctirdOne. (E) Consent co URL Si[es. VOU HEREBY CONSENT TO
replacemen[ Darts for the Sys[em, operating Sys[em software or application THE INCORPORA7ION OF Tt7E APPI3CABLE TERMS AND CONDITIONS,
Software. in such event, if Nea2i20ne cancels Service, NextiraOne shall SOFTWARE LtCEN5E5 AND SERVICE PLAN(S) POS�ED AT
provitle Customer a prorated refund. (wvrx.ne#iaone.com/us/contractterms). 7HE iFRMS AND
8. LIMITED WARRANTY. NIXTIRAONE WARRANTS THAT WORK CONDIfIONS MAY BE MODIFIED FROM TIME TO 7IME AS REQUIRED
PERFORMED UNDER THIS AGREEMEM SHALL BE DONE IN A GOOD AND BY LAW. YOU AGREE TO BE BOUND BY SUCH CHANGES, AS THEY
WORKMANLIKE MANNER ANO BE FREE FROM MATERIAL DEFECTS FOR A PERTAIN TO THE PAR7ICULAR SERVICES YOU CHOOSE NOW OR MAY
PERIOD OF THIRTY (30) DAYS FROM DATE OF PERFORMANCE. CHOOSEIN THE FUTURE.IF SUCH CHANGES ARE NOT MANDATED BY
CUSTOMER'S SOLE AND IXCLUSIVE REMEDY FOR BREACH OF SUCH LAW, SUCH CHANGES SHALL NOT BE APPLICABLE TO CUSTOMER.
WARRANiY SHALL BE CORRECRON OF iHE DEFECT BY NEXTIRAONE AT NOTWIfHSTANDING ANYTHING TO THE CONTRARY, IN NO CASE
NIXfIRAONE'S EXPENSE. THIS AGREEMENT IXCLUDES ALL OTHER SHALL ANY CHANGE DIMINISH ANY APPLICABLE SERVICE LEVEL
EXPRESS WARRANTIES AND ALL IMPLiED WARRANTIES, AGREEMEMS ENTERED INTO AT THE TIME OF THE ORDER. VOU
INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF AGREE THAT ACCEPTANCE OF THIS AGREEMENT CONSTITUTES
NONINFRINGEMENT� MERCHANTABILifY AND FITNE55 FOR A CONSENT TO THE USE OF ELECTRONIC RECORDS. (F) Mer9er and
PARTICULAR PURPOSE. NIXTiRAONE DISCLAIMS ANY WARRANTY Modi£cation. This A9reement supersedes and replaces in its entirety
FOR SECURITV, OR TO PREVENT UNAUTXORIZED USE OF OR any document executed previously or contemporaneously to this
IN7RUSION IN70 THE SYSTEM, INCLUDING BUT NO7 LIMITED 70 Agreement, all prior or contemporaneous proposals, communications
LOSS OF DATA, COMPUTER VIRUSES AND TOLL FRAUD. ., and ne9otiations, both oral and written, relating to the subject matter
9. 7ERMINA7fON. (A) The non-breachin9 party may tertninate this of this A9reement and constitutes the e�hre agreemeni between
Agreement and/or any outstanding Order Fortn and/or pursue itr remedies NextiraOne and Customer with respect to the sub7ect matter herein.
in law or equity, except as otherwise limited by this Agreement, in the No usa9e of trade or course of dealing by or behveen the parties shali
event [hat: (i) a par[y fails to make any payment when due and fails to be deemed to cons[itu[e any modificatian or amentlment of the tertns
cure the nonpayment within seven (7) days of written notice; (ii) a parry of this A9reement. No subsequent agreement among the parties
commits a material breach of this A9reemen[ (other than a breach for conceming ihe Services shall be effectrve or binding unless it �s made
nonpayment) and fails [o cure that breach within thirty (30} days foliowing in wnting and executetl by authonzed represen[atrves of the parties.
receipt of written notice describing the breach; (iii) Cus[omer either refuses Neither electronic mail nor instant messa9ing shall be considered a
to pertnit NextiraOne to pertorm iGS obiigations under this A9reement, or "writinq" sufficient [o chan9e, modify, extend or otherwise affect the
acknowledges its intent [o terminate or cancel this Agreement or any Order tertns of the Agreement. If, at Cus[omer's request, Nexbra0ne delivers
Form or terminates or cancels this A9reement or any Order Form for any additional Sofhvare, Mana9ed Services or Maintenance, or provides
reason other than a tlefault by NextiraOne under this Sec[ion; or (rv) a [ime and matenals Serv¢es or other incidental Services relating [o the
party ceases tloin9 business or commences dissolution or liquidation System, the terms of this A9reemen[ will govern. Any representations,
proceedings. In addition to any other rights or remedies set for[h herein, in warranties or s[atements made by any employee, salesperson or agent
the event Customer defaults under this Agreement or any Order, of Nex[iraOne and not expressed in this Agreement are expressiy not a
Customer's prepaymen[ shall be nonrefundable. In the event Customer part of this A9reement antl shail not bind NextiraOne.
defaults under [his Agreement or any Order, and Customer has not prepaid
for the enbre tertn of the Order, CuStOmer is liable for [he amount eqUal to IN WITNE55 WHEREOF, the parties hereto have Caused this
the'remaining monihly or quarteriy Service Fee multiplied by the number of Agreemen[ to be executed by thev duly authorized represenCatives as
months or quarters remainin9 in [he term of the tertninated Order. (B) The set forth below.
ag9rieved party may suspend perfortnance of i[s obligations under this
Agreement or any Order placed hereunder during the cure period for any
breach described above. (C) NextiraOne reserves the right to suspend Customer. ST. PAUL POLICE AND PIRE DEPTS
pertormance under this Agreement or an Order if, in NexbraOne's sole
discretion, required by regulation, statute, judiaai ac[ion orother applicable BY�
legal requirement. (D) Tertnination of this A9reement shali not relieve Name:
edher party of itr respective obliga[ions to mmpty with all tertns of this T�tle:
Agreement that expressiy call for performance Drior or subsequent to the Date:
tertnination date, mduding without limitation, the parties' respectrve
obligations to proteR proprie[ary and confidential information. (E) It is
agreed that NextiraOne's or Cus[omer's damages in the even[ of breach are NEX7IRAONE LLC on behalf of itself and/or its applicable
difficult or impossible to ascertain. The provisions in Sectlons 66, 7(B), and subsidiary or a�iiate
9(A)(iii) are m[ended, therefore, to establish liquidated damages in the
event of cancellabon and are not intendetl as a penalty. BY�
10. SUPPLEMEN7AL 7ERM5. The supPlementai Service terms and Name:
contlitions applicable to certain Nextira0ne Service offerings are listed at Title:
(www.nextiraone.mm/us/contractterms) (the "Additionai Tertns"). Onty the Date:
supplemental Service terms and conditions for Services ortlered or used by
you are applicable.
11. GENERAL PROVISIONS. (A) Order of Precedence. In the event of
any wnflic[ between the Tertns and Conditions, Scope of Work, euhibitr,
aKachments or Orders the order of precedence shali be: (i) these terms and
conditions; (ii) the Additional Tertns; (iii) the General Terms; (rv) the Scope
af Work; (v) Service Plan(s); (vi) any Order; and (vii) any other
attathmen4s and/or exhibitr. (B) Governing Law. The laws of the State of
Page 2 of 2
. i '
� �1
h
� � �
TELECOM/CONVERGED SERVICESELEC'f
Advantage — Select1
Standard Features
♦ Emergency outage calls — 2-hour response time, 24x7, including NextiraOne holidays
♦ Routine service calis — 24-hour response time, Monday - Friday, 8:00 a.m. — 5:00 p.m., site Iocal time, excluding
Nextira0ne holidays
♦ 24x7 Emergency Remote Technical Support
♦ 12x5 non-Emergency Remote Technical Support -
♦ Onsite hardware replacement
♦ NetVision Alartn monitoring with Remote diagnostics
♦ Escalation Management
♦ Parts and labor
Standard service coverage and requirements
ConfigureSon Coverage
The System configuration covered by the Service Pian is described in the related Customer Inventory
Schedule. If the related Customer Inventory Schedule is a switch-oniy or Norstar Key System Units ("KSU")-
only, then the System covered by the Service Plan shall consist of those components residing in the common
and peripheral equipment cabinets and associated wiring from those cabinets up to, but not including, the main
distribution frame. NextiraOne will perform repair or replacement services oniy at Customer's request at
NextiraOne then-current charges on other portions of the System, such as telephone instruments, wiring
inciuding distribution frames, and other telecommunications equipment located outside the common and
peripheral equipment cabinets.
Requests for Support Services
Customer's authorized representative shall initiate all requests for service. Customer's representative shall
direct all requests for service to the designated NextiraOne cail distribution center. Each service request shall
contain the following information:
• Name and address of Equipment and Software users,
• Name and number of the person to be contacted,
• Equipment and Software type and serial number,
• Equipment and Software location, and
• Description of the problem.
Movemenf of Equipmenf
Equipment moved to any area NextiraOne services is eligible for continued coverage, provided that the
charges may be adjusted to reflect the rates and terms then in effect far that location. Customer is responsibie
for proper movement, risk of loss or damage to the Equipment or Software and all associated costs.
Remote Diagnostics
Remote diagnosis is required fior dispatch and repair service. Customer shall provide a dial modem with a
minimum speed of 56 kbps for remote access. Network failure is repaired remotely when possible. If remote
diagnosis determines that the failure is hardware-related, NextiraOne wiil coordinate the replacement hardware
and labor (where applicable) to complete the replacement on site. An additional "per incidenY' surcharge shall
be assessed if Customer requests immediate (preemptive) dispatch, foregoing telephone support and remote
diagnostics.
AdvanEage Selectl Rev4 Effective 7/14/04
� �.
'�-�'
t'�L�ti'��t'�
TELECOM/CONVERGED SERVICESELEC'i
Dispatch and Repai� Service
• Dispatch and repair service is a remediai Support service provided by NextiraOne 24 hours per day,
365 days per year, inciuding NextiraOne holidays.
• Remote technical support and remote diagnostics are prerequisites for dispatch and repair service.
• If remote technical support cannot resolve the problem a field engineer will be dispatched to the
Customer site.
• An additional "per incident° surcharge shaii be assessed if Customer requests immediate (preemptive)
dispatch, in lieu of remote technical support and remote diagnostics.
• The field engineer shall perform diagnostics, repair or replace parts, and restore operation of covered
Equipment in Customer's network.
• Should Customer make repeated requests for Support service at a specific site, NextiraOne shall have
the right to inspect all equipment integrated into the network to determine whether an exclusionary
condition exists that is causing problems, and Customer shall provide NextiraOne with the required
access to do so.
• NextiraOne shall implement any engineering or firmware changes it deems mandatory.
Remofe Technicat Support (where applicable)
Remote technical support includes:
(a) Problem reporting, logging, tracking and problem escalation;
(b) Telephone support response to a service request;
(c) Diagnosticfaultisolation,
(d) Assistance with problem identification by providing technical advice, and troubleshooting to verify
causes of suspected errors or malfunctions; and
(e) Assistance with resolution of network problems if caused by NextiraOne-maintained Equipment.
(fl Technical Assistance Support for operational assistance including answers to technical questions,
system operation help and software maintenance issues is available between 8:00 am and 8:00 pm
Eastern time, Monday through Friday.
Esca/aSon Management
NextiraOne will contact customer's telco provider to initiate a request for circuit repair. NextiraOne service
order shail remain open until resolution. Requires letter of agency for NextiraOne to act on customer's behalf.
NetVision S "" Monitoring
This service provides alarm response with remote diagnostics performed on voice alarms received 24 hours
per day. This service includes detecting faults via an alarm receipt and attempting to remotely diagnose and fix
the problem.
• 24x7 reporting
• Physical call to Customer (up to two contacts)
• Day, cell and pager numbers
• Home numbers for after hours
• No specia! hanc�ling procedures
With remote diagnostics, NextiraOne goes beyond alarm monitoring and performs the following services:
• When the Solutions Support Center receives an alarm, the alarm management system matches the
maintenance message to a Customer specific profile.
• Customer specific special handling procedures can be flagged in the NextiraOne alarm management
system.
Advaniage Selectl Rev4 Effective 7/14/04
..
���
f�£i�{�t�'��1'��
TELECOM/CONVERGED SERVICESELECI`
• The alarm management system assigns a priority and determines if there is a script available to
automatically resolve the problem.
• If no script is available, or the script is not successful, the alarm will be presented to the appropriate
alarm filter.
• The alarm engineer accesses the system and attempts to restore service by performing remote
diagnostics.
• Simultaneously, the alarm engineer may telephone the switch room to find out if someone is working on
the system and inadvertently causing the alarm.
• If there is no response from the switch room, the alarm engineer continues to attempt to resolve the
probiem remotely.
• Alarms that cannot be cleared remotely are handled according to prearranged procedures and/or
contract terms.
SERVICES NOT INCLUDED
The following services are exciuded from service and NextiraOne shall bill for such services at its then-current
rates:
• Customer requests for on-site response where the problem is found to be carrier-related or otherwise
not related to the Service Plan or Support.
• Problems resuiting from Equipment not covered under Support or under a separate warranty or support
arrangement between Customer and NextiraOne;
• Immediate (preemptive) on-site dispatch without NextiraOne remote technical support and remote
diagnostics.
• Correction of problems existing at tlie time Support takes effect, unless the covered Equipment and
Software were supported by NextiraOne under a support or under warranty service agreement
immediately preceding the effective date of the applicable Service Plan, and the problem is not
otherwise excluded from coverage. NextiraOne reserves the right to invoice Customer at its then-
current rates for correction of such problems during the first sixty (60) days after the Service Plan takes
effect.
• Voice application problems requiring repair or reprogramming emanating from equipment not covered
under Support.
• Voice appiication problems directly related to Customer network issues and Customer's a NextiraOne
warranty or Service Plan does not cover network.
• Software-based telephone problems due to user PC configuration or third party program compatibility
issues.
• Reprogramming requests due to Customer's failure to backup files.
• The soitware support provided does not cover Systems that have been corrupted or rendered
inoperative by computer virus, system crashes, power issues, hard disk failures or any other PC or
network problems including modems.
• Any failure of the application software due to improperly or inadequately maintained Hardware.
• Application software removed or changed to an unsupported application, NextiraOne will not be
responsible the hardware and operating system software support.
• Repair of damage attributable to external factors inciuding, without limitation, failure or fluctuations of
electrical power or air conditioning, fire, flood, water, wind, lightning or negiect unless Customer has
coverage under a Lightning Protection Plan.
• System problems caused by inadequate electrical power, air conditioning or humidity control.
• Instaliation or relocation of Equipment.
Advanfage Selectl Rev4 Effecdve 7/14/04
a5-�8�
, �
TELECOM/CONVERGED SERVICESELECT`
• Delays or repeated on-site �a{Is caused by inaccessibifity of Equipment, site, andior Customer
representative.
• Reconfiguration.
• Reprogramming.
• Electrical work external to the Equipment.
• Customer-elected engineering or firmware changes that are not deemed mandatory by NextiraOne.
• On-site i�stallation of Software maintenance releases.
• °No trouble found" calls.
• Use of NextiraOne personnel to supervise or perform the packaging and crating of Equipment or
Software, or the installation of Software maintenance releases.
• Engineering or firmware changes, which shall be made available to Customer at the rates set forth in
the Ne�ctiraOne price books in effect at the time of the request.
• Hardware enhancements, such as additional memory or higher speed interfaces required by new
Software maintenance releases.
• Consumables, such as cathode ray tubes and printer ribbon/ink and paper.
CUSTOMER RESPONSIBILITIES
• Customer is responsible for providing the facilities, equipment and software necessary for the Support,
including:
o Free and ciear access to a telephone within 10 feet of Equipment.
o Unobstructed access to all Equipment under Support.
o Environmental conditions that meet or exceed manufacturer's spec�cations.
o Customer is responsible for maintaining at least weekly backups of server configuration files
• For NetVision services Customer, at its expense, shall provide an AgentSee device or site event buffer
(SEB) provisioned with the required RAM and data ports, as specified by NextiraOne, to allow
NextiraOne to remotely correct malfunctions of the System. While Customer will own the AgentSee or
SEB device, the soffivare license belongs to NextiraOne, and NextiraOne will remove the software
upon contract termination. NetVision does not apply to Norstar Key System Units.
• For OTM support service Customer, at its expense, must provide an RM356 RAS modem and PC
Anywhere to each site covered by this service plan.
• Customer must have the following:
o A NextiraOne Support and Managed Services Agreement with a Service Plan comparable to
services requested.
o PREFERRED: Broadband remote connectivity to Customer's network and access to all
equipment covered by this Service. PSTN dialup access on an on-demand basis must be
availabie as a backup to the broadband connectivity.
o MINIMUM: One telephone line independent of the switch, loop start, 1F6 110 volt, A/C
outlet.
o Separate electrical source, circuit and power.
o One serial data port dedicated to support services is required for each device monitored.
o Suitable operating environment, according to manufacturer's specification.
• Server and/or PC hardware and operating system senrer for Application Only products
o Customer, at its expense must maintain the hardware and operating system software for
server-based products within the specifications and tolerances specified by the
manufacturer of the hardware and operating system software.
Advantage Selectl Rev4 Effective 7/1M04
..
�
TELECdM/COM/ERGED SERVICESELEC�""
o Customer shall fonr✓ard information regarding updates, patches or hot fixes to hardware
and/or software operating system prior to implementation for review and determinafion of
compatibility with the Application Software for server based products. if Customer proceeds
with such modification without NextiraOne prior approval and problems with the Application
Software result, Customer will pay NextiraOne then standard charges for any necessary
correction.
o Customer must complete necessary hardware and/or software requirements as advised by
NextiraOne for appiication sofiware upgrades/fixes.
o Customer is responsible for supporting any updates, patches and hot fixes required at the
client desktop.
o Customer will ensure that software will be loaded as defined by manufacturer requirements.
Customer must allow NextiraOne fuil access to the System and any equipment provided by NextiraOne
for provision of services.
Remote services wiil be provided only if Customer's System is of a type compatible with the remote
services and has the required hardware and software options.
Customer acknowledges that the provision of remote services is proprietary to NextiraOne and subject
to copyright protection. Customer agrees that it shall not allow any aspect of the remote services to be
disclosed to a third party without NextiraOne written approval. Customer will make reasonabte efForts
to ensure that its employees are aware of this obiigation.
NEXTIRAONE'S RESPONSIBILITIES
• Perform on-site activities at Customer's technicai direction, including diagnostics, parts repiacement,
and operation restoration of covered Equipment.
• Install replacement unit and perform miniinai configuration of the unit, such as inserting the IP address
at Customer's technical direction.
• Pursuant to the relevant agreement between the parties NextiraOne shall include provision of ail
maintenance releases and patches which are issued at no cost by the application software
manufacturer to correct problems which Customer has encountered in the performance of the
application sofiware.
• NextiraOne will inform Customer of any hardware and/or software requirements prior to upgrading
and/or fixes to the application software.
• IlextiraOne wilt work to determine the tocation of a probiem between the hardware andlor operating
software and the application software and inform the Customer. Upon Customer's request NextiraOne
will assist Customer's support team in resoiving the problem at NextiraOne then current hourfy rate.
• Provide remote services referenced in the applicable Service Plan.
• Order a connection from Customer's carrier of choice, where applicable, if Customer provides a letter of
agency.
• As set forth in the applicable Service Plan, perform routine Support between 8:00 A.M. and 5:00 P.M.,
Monday through Friday; site local time, excluding NextiraOne holidays. If NextiraOne is unable to
remotely correct a malfunction, NextiraOne shall dispatch a technician to the Customer site within
twenty-four (24) hours af Customer's request for Support, except when such request is made on, or the
day before, a weekend day or a NextiraOne holiday, in which case a technician will be dispatched on
the next business day.
• Under the Advantage Coverage Plan, if an Emergency outage exists a�d NextiraOne is unable to
remotely correct the malfunction, NextiraOne shall dispatch a technician (or parts where applicable) to
the Premises withi� two (2) hours of Customer's request for Suppork without regard to the time of day or
the day of the week.
Advantage Select] Rev4 Effective 7A4/04
• ::
..��;
f'#E�X�'if d�3��
TELECOM/CONVERGED SERVICESELECI'
• PerForm preventive maintenance with respect to the System
spec�ed in the applicable manufacturers spec�cations.
• Provide remote services utilizing NextiraOne SSC for al
Schedule.
in accordance with and at such times as
Equipment in fhe Customer Inventory
GENERAL CONDITIONS OF SERVICE
• NexfiraOne will perform Support service extending more than one-half (1/2) hour beyond the Service
Period or performed entirely outside the Service Period oniy at Custome�s request. Customer agrees
to pay Ne�ctiraOne, at NextiraOne then current charges for remote and on-site services. NextiraOne wiil
invoice, and Customer agrees to pay, a minimum one (1) hour charge for remote Support service and a
minimum three (3) hour charge for on-site technician services with additional time billed in one (1) hour
increments.
� Support service for OTM is remote only. Any dispatches to the premises arising from any support call
will be subject to NextiraOne then standard charges for time and materials unless resolution of the
problem is found with equipment covered under a support agreement between Customer and
NextiraOne.
• Support service for hardware shall consist of furnishing all parts and labor (where applicable) necessary
to maintain the System in good operating condition during Customer's normal use. The replacement
parts may be refurbished or contain refurbished materials. The failed equipment will become the
property of NextiraOne and the replacement parts will become the property of the System's owner.
• Support service for hardware shal{ consist of fumishing all parts and labor (where appficable) necessary
to maintain the System in good operating condition during Customer's normal use. The replacement
parts may be refurbished or contain refurbished materials. The failed equipment will become the
property of NextiraOne and the replacement parts wili become the property of the System's owner.
• Support service for Software will include provision of all maintenance releases and patches to correct
performance of the software; installation is included only if NextiraOne can install remotely.
• Customer shall have access to the appropriate NextiraOne service group during the Service Period.
• Stated response times are measured during Service Period hours and after a remote diagnosis
determines that the failure is hardware related and requires field dispatch.
• All parts delivery commitments are subject to manufacturer depot and NextiraOne depot deadlines for
shipment requests.
• Emergency remote technical support is available only when twenty percent (20%) or more of the
stations and/or trunks or the attendant console at a single Customer site are out of service.
• Service for Software will include provision of all Maintenance releases to correct performance of the
Software.
• Stated response times for on-site repairs are measured from the time a remote diagnosis determines
that the failure is hardware-related.
• In cases where Customer-provided remote access is not available, on-site dispatch will be billable at
NextiraOne then-current rates if the problem could have been fixed remotely.
• NextiraOne shall be the sole point of contact with regard to all Support. Customer shall reimburse
NextiraOne an amount equal to charges NextiraOne incurs or pays as a result of Customer's requests
to any third party for Support. Customer agrees to pay NextiraOne then-current rates for Support
NextiraOne pertorms pursuant to Customer problems or failures that are not covered by this Service
Plan.
Advantxge Selectl Rev4 Effective 7/14/04