Loading...
HomeMy Public PortalAbout107-2013 - City - Communication Products Inc - New Phone SystemAGREEMENT THIS AGREEMENT made and entered into this day of 2013 by and /71,1 between the City of Richmond, Indiana, a municipal corporation acti by and through its Board &-- of Public Works and Safety (hereinafter referred to as the "City") and Communications Products, Inc., 7301 East 901' Street, Suite 111, Indianapolis, Indiana, 46256 (hereinafter referred to as the "Contractor"). SECTION I. STATEMENT AND SUBJECT OF AGREEMENT City hereby retains Contractor to furnish and install for the City of Richmond one AVAYA IP OFFICE 500 IP TELEPHONY SYSTEM as set forth in Contractor's proposal (the "Project"). The Indiana State Quantity Purchase Agreement Vendor and Commodity List containing Indiana State Pre -Approved Equipment Pricing Bids (hereinafter "QPA Bid List") was examined by the Richmond Information Technology Department. The QPA Bid List is on file in the Richmond Information Technology Department, is hereby incorporated by reference, and made a part of this Agreement. Contractor agrees to comply with all terms and conditions contained therein. Pursuant to Indiana guidelines, a City may opt to use the State QPA #9508 Bid List when purchasing and may request price quotes for specific quantities of items of equipment and/or commodities as an alternative to the standard bid procedures. The quantity purchase breakdown by part, description, and cost is attached hereto as "Exhibit A", which Exhibit consists of three (3) pages and is hereby incorporated by reference and made a part of this Agreement. Contractor's Proposal (QPA #9508) to the Information Technology Department's specific quantity inquiry is attached hereto as "Exhibit B", which Exhibit consists of twenty-three (23) pages and is hereby incorporated by reference and made a part of this Agreement. Contractor agrees to comply with all terms and conditions contained in Exhibit A and Exhibit B. Should any provisions, terms, or conditions contained in any of the documents attached hereto as Exhibits, or in any of the documents incorporated by reference herein, conflict with any of the provisions, terms, or conditions of this Agreement, this Agreement shall be controlling. The Contractor shall furnish all labor material, equipment, and services necessary for and incidental to the proper completion of this Agreement. No performance of services shall commence until the following has been met; 1. The City is in receipt of any required certificates of insurance; 2. The City is in receipt of any required affidavit signed by Contractor in accordance with Indiana Code 22-5-1.7-11(a)(2); and 3. A purchase order has been issued by the Purchasing Department. Contract No. 107-2013 Page I of 6 SECTION II. STATUS OF CONTRACTOR Contractor shall be deemed to be an independent contractor and is not an employee or agent of the City of Richmond. The Contractor shall provide, at its own expense, competent supervision of the completion of this Agreement. SECTION III. COMPENSATION City shall pay Contractor the quote amount described on "Exhibit A" which is a total amount not to exceed Two Hundred Thirty -Four Thousand Six Hundred Ninety-five Dollars and Ten Cents ($234,695.10) for complete and satisfactory performance of this Agreement. SECTION IV. TERM OF AGREEMENT This Agreement shall become effective when signed by all parties and shall continue in effect until completion of the project, not to exceed twelve (12) months. Notwithstanding the term of this Agreement, City may terminate this Agreement in whole or in part, for cause, at any time by giving at least five (5) working days written notice specifying the effective date and the reasons for termination which shall include but not be limited to the following: a. failure, for any reason of the Contractor to fulfill in a timely and proper manner its obligations under this Agreement; b. submission by the Contractor to the City of reports that are incorrect or incomplete in any material respect; c. ineffective or improper use of funds provided under this Agreement; d. suspension or termination of the grant f coding to the City under which this Agreement is made; or e. unavailability of sufficient funds to make payment on this Agreement. In the event of such termination, the City shall be required to make payment for all work performed prior to the effective date by Contractor, but shall be relieved of any other responsibility herein. This Agreement may also be terminated by either the City or the Contractor, in whole or in part, by mutual Agreement setting forth the reasons for such termination, the effective date, and in the case of partial termination, the portion to be terminated. Page 2 of 6 SECTION V. INDEMNIFICATION AND INSURANCE Contractor agrees to obtain insurance and to indemnify the City for any damage or injury to person or property or any other claims which may arise from the Contractor's conduct or performance of this Agreement, either intentionally or negligently; provided, however, that nothing contained in this Agreement shall be construed as rendering the Contractor liable for acts of the City, its officers, agents, or employees. Contractor shall as a prerequisite to this Agreement, purchase and thereafter maintain such insurance as will protect it from the claims set forth below which may arise out of or result from the Contractor's operations under this Agreement, whether such operations by the Contractor or by any sub -contractors or by anyone directly or indirectly employed by any of them, or by anyone for whose acts the Contractor may be held responsible. Coveragc A. Worker's Compensation & Disability Requirements B. Employer's Liability C. Comprehensive General Liability Section 1. Bodily Injury Section 2. Property Damage D. Comprehensive Auto Liability Section 1. Bodily Injury Section 2. Property Damage Limits Statutory $100,000 $1,000,000 each occurrence $2,000,000 aggregate $1,000,000 each occurrence $1,000,000 each person $1,000,000 each occurrence $1,000,000 each occurrence E. Comprehensive Umbrella Liability $1,000,000 each occurrence $1,000,000 each aggregate SECTION VI. COMPLIANCE WITH WORKER'S COMPENSATION LAW Contractor shall comply with all provisions of the Indiana Worker's Compensation law, and shall, before commencing work under this Agreement, provide the City a certificate of insurance, or a certificate from the industrial board showing that the Contractor has complied with Indiana Code Sections 22-3-2-5, 22-3-5-1 and 22-3-5-2. If Contractor is an out of state employer and therefore subject to another state's worker's compensation law, Contractor may choose to comply with all provisions of its home state's worker's compensation law and provide the City Page 3 of 6 proof of such compliance in lieu of complying with the provisions of the Indiana Worker's Compensation Law. SECTION VII. PROHIBITION AGAINST DISCRIMINATION A. Pursuant to Indiana Code 22-9-1-10, Contractor, any sub -contractor, or any person acting on behalf of Contractor or any sub -contractor shall not discriminate against any employee or applicant for employment to be employed in the performance of this Agreement, with respect to hire, tenure, terms, conditions or privileges of employment or any matter directly or indirectly related to employment, because of race, religion, color, sex, disability, national origin, or ancestry. B. Pursuant to Indiana Code 5-16-6-1, the Contractor agrees: 1. That in the hiring of employees for the performance of work under this Agreement of any subcontract hereunder, Contractor, any subcontractor, or any person acting on behalf of Contractor or any sub -contractor, shall not discriminate by reason of race, religion, color, sex, national origin or ancestry against any citizen of the State of Indiana who is qualified and available to perform the work to which the employment relates; 2. That Contractor, any sub -contractor, or any person action on behalf of Contractor or any sub -contractor shall in no manner discriminate against or intimidate any employee hired for the performance of work under this Agreement on account of race, religion, color, sex, national origin or ancestry; 3. That there may be deducted from the amount payable to Contractor by the City under this Agreement, a penalty of five dollars ($5.00) for each person for each calendar day during which such person was discriminated against or intimidated in violation of the provisions of the Agreement; and 4. That this Agreement may be canceled or terminated by the City and all monies due or to become due hereunder may be forfeited, for a second or any subsequent violation of the terms or conditions of this section of the Agreement. C. Violation of the terms or conditions of this Agreement relating to discrimination or intimidation shall be considered a material breach of this Agreement. SECTION VIII. COMPLIANCE WITH INDIANA E-VERIFY PROGRAM REQUIREMENTS Pursuant to Indiana Code 22-5-1.7, Contractor is required to enroll in and verify the work eligibility status of all newly hired employees of the contractor through the Indiana E-Verify program. Contractor is not required to verify the work eligibility status of all newly hired employees of the contractor through the Indiana E-Verify program if the Indiana E-Verify program no longer exists. Prior to the performance of this Agreement, Contractor shall provide to the City its signed Affidavit affirming that Contractor does not knowingly employ an Page 4 of 6 unauthorized alien in accordance with IC 22-5-1.7-11 (a) (2). In the event Contractor violates IC 22-5-1.7 the Contractor shall be required to remedy the violation not later than thirty (30) days after the City notifies the Contractor of the violation. If Contractor fails to remedy the violation within the thirty (30) day period provided above, the City shall consider the Contractor to be in breach of this Agreement and this Agreement will be terminated. If the City determines that terminating this Agreement would be detrimental to the public interest or public property, the City may allow this Agreement to remain in effect until the City procures a new contractor. If this Agreement is terminated under this section, then pursuant to IC 22-5-1.7-13 (c) the Contractor will remain liable to the City for actual damages. SECTION IX. IRAN INVESTMENT ACTIVITIES Pursuant to Indiana Code (IC) 5-22-16.5, Contractor certifies that Contractor is not engaged in investment activities in Iran. In the event City determines during the course of this Agreement that this certification is no longer valid, City shall notify Contractor in writing of said determination and shall give contractor ninety (90) days within which to respond to the written notice. In the event Contractor fails to demonstrate to the City that the Contractor has ceased investment activities in Iran within ninety (90) days after the written notice is given to the Contractor, the City may proceed with any remedies it may have pursuant to IC 5-22-16.5. In the event the City determines during the course of this Agreement that this certification is no longer valid and said determination is not refuted by Contractor in the manner set forth in IC 5- 22-16.5, the City reserves the right to consider the Contractor to be in breach of this Agreement and terminate the agreement upon the expiration of the ninety (90) day period set forth above. SECTION X. RELEASE OF LIABILITY Contractor hereby agrees to release and hold harmless the City and all officers, employees, or agents of the same from all liability for negligence which may arise in the course of Contractor's performance of its obligations pursuant to this Agreement. SECTION XI. MISCELLANEOUS This Agreement is personal to the parties hereto and neither party may assign or delegate any of its rights or obligations hereunder without the prior written consent of the other party. It shall be controlled by Indiana law and shall be binding upon the parties, their successors and assigns. It constitutes the entire Agreement between the parties, although it may be altered or amended in whole or in part at any time by filing with the Agreement a written instrument setting forth such changes signed by both parties. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. The parties hereto submit to jurisdiction of the courts of Wayne County, Indiana, and suit arising under this Contract, if any, must be filed in said courts. The parties specifically agree that no arbitration or mediation shall be required prior to the commencement of legal proceedings in said Courts. Page 5 of 6 Any person executing this Contract in a representative capacity hereby warrants that he has been duly authorized by his or her principal to execute this Contract. In the event of any breach of this Agreement by Contractor, and in addition to any other damages or remedies, Contractor shall be liable for all costs incurred by City due to the enforcement of this Agreement, including but not limited to City's reasonable attorney's fees, whether or not suit is filed. In the event that an ambiguity or question of intent or a need for interpretation of this Agreement arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement at Richmond, Indiana, as of the day and year first written above, although signatures may be affixed on different dates. "CITY" THE CITY OF RICHMOND, INDIANA BY AND THROUGH ITS Board of Public Works and Safety By: Vicki Robinson, President By: _ A4, vawex" Dian Lawson, Member Date:'`��l APPROVED: ;* W/4Z Sarah L. Hutton, Mayor Date: i111,6 "CONTRACTOR" Communications Products, Inc. 7301 East 90t' Street, Suite I I I Indianapolis, Indiana 46256 *Clr*Arei(1lano, By: President Date: CT— I 1 ~ / -3 Page 6 of 6 A ^ O® {Y�,� CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDIYYYY) 7/17/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER McGowan Insurance Group, Inc. 355 Indiana Avenue Suite 200 Indianapolis IN 46204 CONTACT Adam Miholic NAME: PHONE (317)464-SDOO FAX 317)464-5001 AfC No ADDRIESS.adamm@mcgowaninc.com INSURERS AFFORDING COVERAGE NAIC # INSURERA:Sentinel Insurance Com an LTD 11000 INSURED Communications Products, Inc. 7301 E . 90th Street Suite #111 Indianapolis IN 46256-0000 INSURERB:Hartford Accident & Indemnit 2357 INSURER C: INSURER D : INSURERE: INSURER F : COVERAGES CERTIFICATE NUMBER-12/13 All Lines REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE AUUL SUBR POLICY NUMBER POLICY EFP MMIDD POLICY EXP MMfDD LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED PREMISES Es occurrence) $ 1,000,000 X COMMERCIAL GENERAL LIABILITY MED EXP (Any one person) S 10,000 A CLAIMS -MADE I-x-1 OCCUR X X 36SBAAN1677 0/20/2012 0/20/2013 PERSONAL & ADV INJURY S 1,000,000 GENERAL AGGREGATE S 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMPIOP AGG S 2,000,000 $ mX POLICY PRO LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accient d 1,000,000 BODILY INJURY (Per person) $ A X ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS X HIRED AUTOS X NON -OWNED AUTOS X X 6UFCAR3867 0/20/2012 0/20/2013 BODILY INJURY (Per accidenO $ PeOrPERTnDAMAGE $ Medical payments $ 5,000 X UMBRELLA LIAR OCCUR EACH OCCURRENCE S 5,000,000 AGGREGATE S 5,000,000 A EXCESS LIAR N CLAIMS -MADE 36SBAAN1677 0/20/2012 0/20/2013 OED I X I RETENTIONS 3-0,000 5 B WORKERS COMPENSATION X WC SFATU- OTH- E.L. EACH ACCIDENT $ 1 000 000 AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOMPARTNEWEXECUTIVE OFFICERIMEMBER EXCLUDED? (Mandatory in NH) NIA 6WEC1633LC 0/20/2012 0/20/2013 Et.- DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE -POLICY LIMIT $ 1 000 000 If yes. describe under DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) The Following applies when required by written agreement: General Liability Additional insured and Waiver of Subrogation per form SS0008 (04/05). Auto Liability Additional Insured on a primary and non-contributory basis and Waiver of Subrogation per form RA9919(09/10). L: t City of Richmond Attn: Kris Wolski 50 North 5th Street Richmond, IN 47374 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Boyer/ADAM� ACORD 25 (2010105) INS02.r%r.;nlnn5i n+ .& 17JOO-ZU I li[+IJMLJ t,WMrW 3Iv14. MIL iryr I rc 1 Vc Tho Af'nPn n.mo —A 1— am r.. Ir of A1_r%Pn EXHIBIT _&PA6t F 00 cn W N N N cv, CC) co P N C) w Cal ;n0') N N N N N N N 1 CD co co -4 --4 --4 -4 --j A co co CD to C-0 co co --4 C" CTI N) " 4 .i .A.A(0 4h. — — CO CO E4 Go -4 cn 0 w co CC) --Ij Q cn 00 1 m C) CO 00 M M (D CD CD 00 CO CD --J 0§0§0 > > 0 m 0 0 0 0 C 0 > --1 0 0 > 7 G) 0 a: >0-40000000oln Z m 0 0 > 0 < m -n -< -n m no-mno 5 m 5 m *0 m:Emo�'m �Q z 0 z m * m -n -D -TI - r - E m m m -D D K -< > o 090-C-) m -D 0 m �U—X—m 0 Q>0Qr-WMQ;uQQ0<<QQQ;-' ---qc-z-no--D j� c b - D - �; c Z-0 — -n --i m m um::�M*m cmcmzmm5--ir-MTMMM-,�:Kmmm"��- . -1- — �U> 70 CD m r- Z — C) M r- Z — C) 0 r- 0 r- CO r- m — C) Cn r- m Cu0 0 5 m 0 Z �: (n g2L:�:�:-u Z 0 0 0 0 -0 E:E:E:B>-n() 0 () C) �Z C) --I 0 -Tj + M 0 U M 0 -U M m rn m m z m Z � mogma) Z --i Z m M M Z 0 m 0 m x 0 X o M 7 ILI z III z K�-� K-ff 0 0 0 Z Cl) 0 Z U) 2 z x to (n ul CD z CO 0 0 Cf) r- r- ;U -n �U -n W m Co m z Cl) M z m --i m m --q N) m C) x M m 03 MC m z z m 0 > M > > 0 C) z m r- Cn m r- m r- c m z r- m - 0 m r- r- m m 0 :� r- m 0 co u cri a U) m 00 E: r7 m 0 m > m > z m 0 > m > m > m > m > M C) Z < C) 0 x -n x -n m m (D U) r- U) m U) U) Cf) z 0 U) 0 U) 0 6 6 > > M m M m m m M 0 M ;a III o z C C: r- CF) (D CD --4 m m m 0 5 z 0 z cn cn CIO ---i 0 zi + -(A -69 fo -co PQ tA -69 -E.9 ip -60 91 69-en N rq fq,-M- " -ru to N A W cri cil OD A A v CD m N co --A to 14 w (D co N -D. co co , --j IM w m co cn co CD Un n C3 io -1:I, b cn 'Ul O O M O C-n O CD O m O M O cn Cal o CD C) C3 C:) p 0 T-7- C) CD CD C) 0 CD C) C) C) C) CD CD CD a CD CD 0 -69 -69 f,9 -69 -69 -69 -69 /Q9 -(A 69 -69 -69 -69 .9 -69 469 -(.9 -&g (A) CA) -,J CC)M CO (Y) O 0) co Cr (A) CA (D (0 N) CD (A) w 0) -rh. C) 00 -4 CT) Ul (0 C) Ich (D C:) (D N 0 -A 4A m C) C) C) CD 00 0 cn CD co (D O (0 m C) C) CD C) 0 C) o C) to C) o 0 C) 0 C) C) C) C) 0 C) 0 a b C) C) C) C) C, 4G9 469 -69 zQ9 -69 -69 69 6s -69 -69 69 to -69 P -,.q to -69 69 -69 r-0 -p CTI N) CD cy) N) 4 cri w -4 c) -4 4 w IQ N) (.0 --4 -4 N) cn W --j co W -4 Wco w cn ---] C) -Q CD p CD 9 � �-4 w p :A1 p (3) --A 6 4 6 CC) '(D 0 cn b C--) 6 C) C) C) C) C) C) C) C) C) 0 C) C) o CD C) C) CD C) 69 w kn -69 w 6q <h 69 w -69 <P w '69 W 4CO 69 -69 -69 co N) cn 0 m M Cn .Q cn -4 cn N N) m -4 C) C) (D co co CTI CD w A� -4 W-11, --4 r-77 D (D 0 C) C3 CD C) C) co C) W C) O Or O 0 O C) O C) 'C3 CD O 0 (D 0 C) n EXHIBIT .,.., .;.:_A b ::..:__ _ ;: a,h 3 N cc) OO N j N) N A d) CD 0 W -� -a -1 co y Co y 0 0 O p Cl O O O Q d O O a -J Cl) W W W O 4�-. O .A Q A�L p p 4�- O -A. p is, p 41 d A O 4h, O W Q W p N O N W cD 00 co 00 cD OD CD 00 d 00 0 �E cD �1 (7) �J W .J�. c0 -A co N co -J s -t 00 W m W 00 cD 3 W CO 00 j O 1 O 1co O Q W 4�, Ul W" �J d p p U7 O 4�-- CD N O 4�- W 1N W W N .A 4s. � -4 AP .A W Ul Q W Ul V CD N CO s d7 y O O -n>0 c -0�� Dcn-���C�� noaC �7� g pCpCQO-fl c�c� c -�� �mrm O�cD�o�0o00ozo00�o C)oz0 z -nZm-5-n = -nz-p2m� = O Occn -� OpOo m DmD-0amO rG7�C� z — OrD-n �t—W-n 0--n -Dm�cr,�-nmmm-n 8mo O z O x z m mm 0� of C) cs C)Cl) 0 zm �= C7=z0zo mz>m O�OdCZ mrnmmm m m mC� 0 m m0 m 00 �z --AA 0- p Oo 0 oXm m -o y m 0_m_0mDm G� C G) COm^ (� pZ C m cnm d p r (i i Z Q p-0U7 o cn 0 U, o X-0o Xmp X r c o 07 m m= m � m rcD ma pcn�Cn0C C �tnDm C m mid Xo� a � d m m.nm -<r m mn D D�p^Z ' N w N cn C — 'n {n zXp— CA D zD� p D C� C: c X -0 �N X r- C/) p{n = p 'O p 'rl Dm—� C x3 m �p�O O ��� z m m co m zC pr0r �Dw0 c, � � �--z D N z N 0r0 zcnc 0 cn ��a m0 D 0 �-o C-O m<m 5bm m 0 zD n 70 OZ m—►0 m c_x�� J!? Ct)w z � r z OD p C) Zrz ao ( mm z00 pCoZ --Ic4,6><< m m "p p � � r0 m mU C 00 W W W j N N s O0 W W U7 W d 47 c11 d7 (A N CD d1 d UZ cQ cD W 1 N U1 00 O 0o p W O 00 (D p 0 O O p — 3 0 0 Q OD O Oo A m O O O U7 0 C) 0 C) 0 a O d O O O Q o p Q d o o O O O O O Q o d 00 O N O O Q O d O o O p 69to-69 - f �(A -69z09-rd) 4r.9 W -69 46q -69 'GO 09 �69 -69 .69 W y N 00 U7 Cll N W -' N W W W 1 U1 -J 00 (D W Li p J> C) N C) W (DcD N V N cD C) c0 W �J W OD N 00 -- O .A CO p 00 C) OD C) -1 d1 d `O p O p O 00 cD O O Q 0 0 C) 0 p 0 Cl Q o O O O p O O a o p 0 O O O Q O p Q O d O W Q O d Q O p O O O W W <0 fig -69 fA ffl W {/9 ff3 ffl ffl ffl 6n fife N N N _G9 1 C) 00 3 CO Oo 'W O W W p W cD p Ul co p W 4J W W Ul �J d Ul c0 P P 1 00 3 Q N N cn m N 0o o N 00 p N 00 d W -J 0 d 0 0 O O Cl O O d a) O 07 p C) O C7 d O a CD d O O oD O m OD iV d o p O O O CD O p N W Ui W W -a N N N N N c0 N W 11 Ul N AS. O P N W w v .i» W4�- W -A O W a O 3 V 0o O A N 00 N co N co O c0 W CO p O O -� N O as O 00 N W p p O o d7 O 0 a 0 Cl 0 C)O a C) N C) W CD O C)p O O d 00 C)O p 00 Q C) 47 O d C) C) [C) C) p O O XHI131T A PAGt` OD W (70 1 W W CD z'UCCC d d = Z O OomoIc�rn e , OdQ NOO 0 CP d 4_1 o Ui CJl cn C o C O Q O j o�c y o co 0 O m j N �E od Q O W cal c31 N m m to w N-[�-a�E -t-I oro �� � O O 0Oin-I�DM g=C 00 -rt�0- O=�D� =-U-d � - @ 3 Oo Xr-M0>0 -- y>>m Qo 7' D p_OpOz pODw -�DOD��m i7 o -+��zOoT.o'� -n D-cn� m Z-nz�m� mODrnD z�� yr�r r _ p;=t rn �nW°°0 m r�c=i CD O°0 OmOmm=D �� mm 70 C 0 �Z�o `° N o 0�O:0 ZD mM O 't7 C7� -� �(a v -M-1 �z� omom mm D = 2.� D=C �cl) co o CD � �� ��r=OL _� o 0 :� m CtjC0 Cl) z0 Dom_ mo CL m m m-mlo M(1) D mDmDOTo >rW D��X 0� p D CD p N o n ZQ o pA�i �N� n1DNp��D n-n D D X U) m C C Z O m m O � D m m O 0 m Cl) - n m D n w D m m z x n m z D CD Q n m m a -69 69 fs -04 69 ffl 69 -69 kn -69 4W w -69 69 -69 CO-4 300 CD j C0 CO C0 3 00 CD 3 IQ W C31 C31 3 -1 O C31 O CIl IV (D CJl C31 C31 O Cp 0 O O Q O O Cr O C0 Q O O O O Q CO Cal Q O 0 O 0 Q Q O O Q Q O O O Q O Ul C31 fA 69 fig fig b9 {A {A 69 69 69 69 �w 69 -69 69 69 69 -(A W W 4 Cb m O 3 00 cn � cn CO C0 N W W 4 co (D CO CO OD 00 W W CJl C31 I O cn -I C>7 O C31 C31 P Cri C n C31 CD �I m CO O C31 O Q -N W 0O Q W .C7 d O O Q O O Q O 0 C> 0 O C>7 d O 66 Q O O CD O d Q O O Q 6� CD 1,9 ffl 69 69 69 6g fig -69 69 69 FJ9 60 -69 69 69 69 W W -t W W m - N cn s 1V 1 1 d co cn N w (3) � Q p m m CO —4 CA O C31 O O .1h. O Q d Q CD Q CDQ o o c n CD Cn Q 6 w o 6 Q Q o o Q Q w 40 rr^^ ti+ ``nn M/ 69 rOl 69 -6 -69 � 69 V' '� `O^ 69 f9 69 -coD c 'CD w `o^ 69 �} fw� 69 3 W W d O N A �I G1 CQ W Co O —(0 W �1 CD C37 00 W cn W cn Cal W W W W m �l CO C31 P 4) W C) cn A O C31 C31 IN Cle N W C� O 0) CA CD O m �1 (}] Q CJi O O .A Co O Q Q O O Q O O O O d d O -i C71 Cn Q Cn d Q I 0 w I 0 C31 O O I O O Q Q O O 0 0o C31 EXHIBIT AGE �QF� Communications Products, Inc. 800.999.0197 • 7301 East 90th Street, Suite 111 - Indianapolis, IN 46256 • www.commprod.com CPI Proprietary — Use Of This Data Beyond Proposal Evaluation is Strictly Prohibited EXHIBIT PAGE,�,,01= Initial 800.999.9197 • 7301 East 94th Street, Suite 111 • Indianapolis, IN 46256 • www.commprod.com CPI Proprietary — Use Of This Data Beyond Proposal Evaluation is Strictly Prohibited TABLE OF CONTENTS SCOPE OF WORK City of Richmond Requirements 4 Skilled Project Management 4 Project Schedule Adherence 5 Professional Technical Resources 5 Labor and Material Warranty 5 Partner Qualifications 5 ADVANCED TECHNOLOGY SOLUTIONS FROM AVAYA AND GPI Survivability and Redundancy for Disaster Recovery 6 Enhanced Voice Mail Capability 7 Emergency Notification 8 Direct Inward Dialing, Caller ID and Call Flow Control 8 AVAYA ONE-X Web Based Call Control with Mobility 9 Tapit Call Accounting 10 Avaya Contact Center 10 Multitech Faxing Faxfinder 10 Web Based Receptionist Software 10 Conference Bridges for up to 64 people 11 Call Recording 11 Advanced IP Telephone Sets 11 Conference Phones and Headsets 11 ASSUMPTIONS AND CAVEATS 12 OVERVIEW OF DESIGN AND PRICING 13 TECHNOLOGY ITEMIZED PRICING Exhibit One BROCHURES Appendix EXHIBIT PACE `0 OF Initial 800.999.0197 • 7301 East 90th Street, Suite 111 • Indianapolis, IN 46256 • www.commprod.com CPI Proprietary — Use Of This Data Beyond Proposal Evaluation is Strictly Prohibited CITY OF RICHMOND BUSINESS REQUIREMENTS City of Richmond has expressed a desire to establish a long term relationship with a communications technology company which understands Government needs, has the capability to provide "best in class" solutions and cares enough to consistently provide superior service. Beyond the initial installation there is a desire for a partner which will bring value to the table by consulting City of Richmond staff to enhance Citizen Satisfaction, increase efficiency and decrease costs on an ongoing basis. The expressed goals are for a reliable, precise, well designed telephone system to provide control, scalability, advanced capability. The existing ROLM telephone system is beyond its life cycle. It is not reliable and difficult to maintain. It cannot provide advanced mobility applications, contact center, or IP Telephony. The voice mail system is unreliable and not sufficient for the needs of the City. In order to ensure success, the City would like to partner with a technology firm to design, install and maintain their IP Telephony System. Included in these systems are a redundant IP Telephony system with a failover voice mail, advanced mobility applications and web based applications to control call flows. For over twenty-nine years Communications Products, Inc. (CPI) has been successfully implementing advanced, mission -critical communication solutions to City, County, State and Federal Government entities for nearly three decades. CPI specializes in engineering, implementing, and maintaining advanced business phone, contact center, and structured cabling solutions for customers worldwide. With an unwavering commitment to the success of their customers, CPI has been chosen to solve the most challenging communication questions by many Government agencies and industry -leading businesses. The products quoted are able to be purchased on the State of Indiana Quantity Purchase Award (QPA) number 9508. The following design is based on information from City of Richmond Management and Department staff, floor plans and seven site surveys. This proposal provides advanced IP Telephony architecture from AVAYA. AVAYA is a world leader in Government IP Telephony Solutions. CPI has developed long term partnerships with clients to design, implement and maintain converged voice and data communications systems. CPI views a customer relationship as an ongoing partnership. This begins with a thorough needs analysis. It continues with EXHIBIT __PAGE 01`_ Initial 800,999.0197 • 7301 East 90th Street, Suite 111 " Indianapolis, IN 46256 • www.commprod.com CPI Proprietary — Use Of This Data Beyond Proposal Evaluation is Strictly Prohibited professional project management of the technology implementation. In keeping with our partnership approach, this statement of work is presented for implementation of a redundant and survivable IP Telephony system for The City of Richmond. Skilled Project Management Your CPI Project Manager will manage all aspects of the technology implementation. They will ask the right questions of your department heads to tailor the systems to help increase Citizen "Satisfaction and reduce costs. CPI Project Managers coordinates all resources and personnel to assure an on -time, on - budget project. They will coordinate with your IT staff and all vendors involved in the installation of the solutions. CPI will work with the City's Telco provider to coordinate the installation. This reduces finger pointing and conflict between vendors. That allows you to spend less time and have fewer headaches. Project Schedule Adherence Project completion is based on the client's schedule. CPI will coordinate the timetables directly with the City. Professional Technical Resources For twenty-nine years CPI has had skilled people use the proper processes and best -in -class products to provide advanced technology designs for IP Telephony. Certified professionals using best business practices, manufacturer training and quality materials help to ensure successful implementations. CPI maintains manufacturer certifications from AVAYA ➢ CPI voice technicians are trained and certified by AVAYA. Labor and Material Warranty All solutions are warranted for one year for replacement parts with 8 to 5, Monday through Friday labor. Our emergency response time is 2 hours. Minor issues are responded to in 24 hours. CPI will guarantee the installed telephone system and wireless infrastructure for one year after the completed installation for defects in workmanship or materials. CPI maintains a warehouse in Indianapolis with service spares to reduce the time needed to solve issues if they should arise on our technology solutions. EXH181T PAGE_S_OF Initial W. 800.999.0197 • 7301 East 90th Street, Suite 111 • Indianapolis, IN 46256 • www.commprod.com CPI Proprietary — Use Of This Data Beyond Proposal Evaluation is Strictly Prohibited Partner Qualifications Clients rely on CPI to provide technology solutions designed to increase client satisfaction. CPI helps you to concentrate on your core business by taking ownership of your network implementation. Communications Products, Inc. has been successfully implementing advanced, mission -critical communication solutions for three decades. CPI specializes in designing, engineering, implementing, and maintaining advanced business phone, contact center, and structured cabling solutions for customers worldwide. With an unwavering commitment to the success of their customers, CPI has been chosen to be the partner to solve the most challenging communication questions by many government agencies and industry -leading businesses. City of Indianapolis Lucas Oil Stadium The State of Indiana 600 systems Department of Defense Veterans Administration Hospital United States Coast Guard Our system designers and Avaya engineers propose the following solutions to The City of Richmond to Reduce Costs, increase Citizen Satisfaction and Increase Staff Efficiency. This design leverages the City's investment in Fiber Optics, Data Networking and Cabling. AVAYA IP OFFICE 500 IP TELEPHONY ADVANCED APPLICATIONS Survivability and Redundancy for Disaster RecoverV with Business Continuit ➢ Voice Network Diversity allows telephone voice circuit service from the phone company to be provided in two separate locations. The Fire Station 3 location will provide redundancy for the IP Telephony Services, Dial Tone and Voice Mail. ➢ Should the maim phone system or network fail, the phones will register with the Fire Station 3 system. EXHIBIT __�J PAGE 2 OF Initial 800.999.0197 • 7301 East 90th Street, Suite 111 • Indianapolis, IN 46256 • www.commprod.com CPI Proprietary — Use Of This Data Beyond Proposal Evaluation is Strictly Prohibited r ➢ Additionally the other remote sites will have the ability to dial out on an analog line which is independent from either the City Center or the fire Station. ) - If the City Center were compromised, a Disaster Command Center could be established in the Senior Center. ➢ In the event of a long term power outage, the Fire Station 3 Backup Power Generator would hold up the main system and allow for calls to be received and voice mails to be taken for all users indefinitely. ➢ 911 calls will show the location of the specific remote location, Fire Station 3 or the City Center. ➢ Battery Backup system (UPS) is provided in areas where there is a remote survivable system. Enhanced Voice Mail Capabili ➢ The system design provides a REDUNDANT VOICE MAIL system which in a failover scenario will take over for the main voice mail system will mailboxes for all users. ➢ Currently the number of simultaneous voice mail calls being left, retrieved and auto attendant sessions is limited to 10. The new design increases the Capacity of Voice Mail Access Ports to 24. Voice Mailboxes can be used for special announcements such as Park events. Direct in dial to those mailboxes can reduce common questions which tie up staff. ➢ The design includes 1,000 voice mailboxes with Voicemail to Email capability. Voice mails can be retrieved from their outlook client, a smart phone, their desk phone or the mobility client One-X. Retrieving and Forwarding voice mails become much easier. EXHIBIT PAGE�L initial 800.999.0197 7301 East 90th Street, Suite 111 • Indianapolis, IN 46256 • www.commprod.com CPI Proprietary -- Use Of This Data Beyond Proposal Evaluation is Strictly Prohibited H Immediate Message Notification will eliminate the delayed message waiting problem which has plagued the existing Voice Mail systemsystem. Y Internal staff can choose to leave a voice mail for another staff without dialing their phone. A manager can broadcast a message to a group of their reports. The system administrator can broadcast a voice mail to all users. Call Recording can be initiated by the user in the case of abusive, threatening or other important call situations. Emergency Notification ➢ Emergency Messages can be broadcast to up to 64 IP Phones at a time. Control Direct Inward Dialing and Call Plow Y The AVAYA telephone system has the flexibility to allow the skilled professionals the ability to have control over their communications with the One-x web interface and mobile app for android and iPhone. ➢ Specific users can have their cell phone ring at the same time as their desk phone is called. This allows city professionals the ability to be reachable quickly at all times. Departments can publish numbers specifically for routing calls directly to groups of phones, auto attendants or announcement only mailboxes. EXHIBIT PAGE 01`N Initial 300.999.0197 7301 East 90th Street, Suite 111 • Indianapolis, IN 46256 • www.commprod.com CPI Proprietary — Use Of This Data Beyond Proposal Evaluation is Strictly Prohibited AVAYA One-X Web Based Call Control Tools USER LICENSE POWER IP OFFICE PREFERRED EDITION CAPABILITY BASIC WORKER USER VOICE MAIL TO EMAIL YES YES YES RING CELL AND MOBILE YES YES YES CALL ACCOUNTING YES YES YES PERSONAL FAX TO EMAIL AND FROM PC YES YES YES RECORD CALLS YES YES YES JOIN MULTIPARTY CONFERENCE CALLS YES YES YES OFFICE POWER ONE-X OFFICE WORKER AND POWER USER BASIC WORKER USER CONTROL 64 PARTY CONFERENCE CALL YES YES MUTE PARTICIPANTS YES YES DROP PARTICIPANTS YES YES RECORD CONFERENCE CALL YES YES TOASTER CALLING ID ON INBOUND YES YES POP OUTLOOK CONTACTS YES YES POP NAME FROM CORPORATE DIRECTORY YES YES DO NOT DISTURB WITH EXCEPTIONS LIST YES YES PERSONAL DIRECTORIES YES YES ONE-X CALL CONTROLS YES YES CALL LOG OF LAST TEN MADE, MISSED OR TAKEN CALLS YES YES CHAT YES YES PRESENCE AND STATUS CONTROL YES YES DROID AND IPHONE MOBILE APP YES CHAT FROM SMART PHONE YES STATUS CONTROL ON SMARTPHONE YES LISTEN IN TO PERSON LEAVING VOICE MAIL YES PULL CALLER OUT OF VOICE MAIL YES VIDEO CALL (NEED VIDEO CAMERA ON PC) YES EXHIBIT PAGE OFInitial 800.999.0197 • 7301 East 90th Street, Suite 111 • Indianapolis, IN 46256 e www.commprod.com CPI Proprietary -- Use Of This Data Beyond Proposal Evaluation is Strictly Prohibited ;1 ➢ Receptionist software allows the rapid processing of calls. Call Accounting Management Tool ➢ Management at department levels can use the Call Accounting System to help understand call peaks and staffing requirements to provide the greatest level of citizen satisfaction possible within the restraints of revenue. ➢ in the case of an abusive, threatening or security related call, the calling line ID would be available. AVAYA Contact Center Call Control and Reporting ➢ For specific phones in various departments in the City Center there can be up to ten contact center agents in a Contact Center for more advance call control, queuing, real time traffic reporting and historical reporting. AVAYA DEVCONNECT PARTNER SOFTWARE Multitech Faxfinder ➢ Direct Inward Faxing capability allows all users to be assigned a direct dial fax number which will take the fax image and forward it to their email for a personal, confidential and secure delivery of faxes. The fax can then be stored, deleted, forwarded or printed as needed. This eliminates the need to use paper for all faxes thereby saving revenue. In addition to saving time and money this will reduce the environmental impact of both paper and waste disposal. ➢ Direct Outward Faxing allows the faxing directly from any PC document. Users just select the fax just as though they are printing the document to a printer. They can make a custom cover sheet or select from a list of fax cover sheets they have prepared in advance for common fax destinations. EXHIBIT PAGE ) OF^Z R --� Initial 800.999,0197 • 7301 East 90th Street, Suite 111 • Indianapolis, IN 46256 • www.cornmprod. corn CPI Proprietary — Use Of This Data Beyond Proposal Evaluation is Strictly Prohibited Conference Bridge ➢ 128 Conference Bridge ports allow up to 64 parties in one bridge. Call Recording ➢ Calls can be recorded in the event of an emergency. Advanced Capability on IP and Digital multi -button telephone ➢ All multi -button telephone sets have Calling Number Display. Internal calls can display the name of the callers as well. ➢ Users can have buttons programmed to display the status of other users with instant access to dial that phone. Conference Phones ➢ Special Conference Phones for conference rooms in specific locations allow for parties to hear and be heard easily. Headsets ➢ Special Wireless and Corded Headsets are provided for certain departments. EXHIBIT PAGE Lj_0F Initial 800.999.0197 • 7301 East 90th Street, Suite 111 • .Indianapolis, 1N 46256 • www_commprod.com CPI Proprietary — Use Of This Data Beyond Proposal Evaluation is Strictly Prohibited Assumptions and Caveats The customer will be responsible for: ➢ floor plan marked with jack locations and control spreadsheet with designations for sets. ➢ Any additional cabling required for a telephone set. ➢ Local Area Network ports for AVAYA IP Office o Base Systems o Voice Mail System Servers o One-X Server o Call Accounting Server o Fax Server ➢ VPN access for remote diagnostics and programming ➢ VLAN programming for IP Telephony ➢ Dedicated power circuits for data equipment in data rooms Charges from Telephone Companies for installation of the circuits for voice and data Firewall ➢ Music source for music on hold ➢ Alarm lines MUST BE ANALOG POTS LINES. (They cannot run through the phone system.) EXHIBIT � PAGE j�L0 Initial 800.999.0197 • 7301 East 90th Street, Suite 111 • Indianapolis, IN 46256 • www.commprod.com CPI Proprietary — Use Of This Data Beyond Proposal Evaluation is Strictly Prohibited IiGLO: I . . - , a t Client: City of Richmond Indiana 50 North 5th Richmond, Indiana - 47374 This Agreement, effective this day of July , 2013, agreed to by Communications Products, Inc. (hereinafter referred to as "CPI") and The City of Richmond (hereinafter referred to as "Client") governs the Communications Solution as described within the preceding Proposal and Equipment List presented by CPI Communications Senior Account Manager. CPI agrees to provide and Client agrees to purchase (including sales tax) the described Exhibit A and B for the sum of Two Hundred and Thirty Four Thousand Six Hundred ninety-five Dollars and ten Cents ($234,695.10) hereinafter referred to as the "Purchase Price"). This Purchase Price shall be paid in three installments according to the following schedule: 50% of the Purchase Price to be paid upon execution of this Agreement, 40% of the Purchase Price to be paid upon equipment delivery, and the remaining 10% of the Purchase Price to be paid upon project acceptance. This Agreement shall be governed by the terms and conditions found hereupon, those found within the preceding Proposal and Equipment List located in the attached "EXHIBIT ONE", and those on the ensuing pages of terms and conditions. IN WITNESSES WHEREOF, intending to be legally bound each party for good and valuable consideration enter into this Agreement effective on the date stated above. Each party has the full rights and power to execute, deliver and perform this Agreement according to its terms, without the necessity of consent of or joinder with another; when executed and delivered, this Agreement shall constitute a valid and binding agreement, enforceable according to its terms. COMMUNICATIONS PRODUCTS, INC. CITY OF RICHMOND Authorized Rep: Printed: Title: Date: Authorized Rep: Printed: Title: Date: ?fHI�IT PAGE OP�� —..�„ 3 Initial 800.999.0197 • 7301 East 90th Street, Suite 111 • Indianapolis, IN 46256 • www,commprod.com CPI Proprietary — Use Of This Data Beyond Proposal Evaluation is Strictly Prohibited Terms and Conditions The following Terms and Conditions apply to all orders placed with CPI by Client regardless if said Terms and Conditions are attached to subsequent orders. If any provision of this Agreement is held invalid, illegal, or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement shall remain full force and effect if the essential provisions of this Agreement for each party remain valid, binding, and enforceable. Both Parties acknowledge that the knowledge and information of the other Party as related to that Party's business and proprietary interests are highly confidential. Thus, each Party and its employees and agents agree not to disclose, during or after the term of this Agreement, any information relative or pertinent to the other Party's financial condition, operating conditions, business operations and plans, or other information identified as proprietary. This obligation of confidentiality does not apply to information that: (a) is or becomes publicly available; (b) is already in the recipient's possession prior to receipt; (c) is independently created by the recipient without resort to the information provided by the opposite Party; or (d) is received from a third party without an obligation of confidence. Client agrees any testimonial made on behalf of CPI may be used, in whole or in part, in connection with publicizing and promoting CPI. Client authorizes CPI, without further consideration, to use Client's name, brief biographical information, and non-proprietary project information for descriptive purposes. Client hereby irrevocably authorizes CPI to copy, exhibit, publish or distribute the descriptive information for purposes of publicizing CPI's services or for any other lawful purpose. Client agrees that it will make no monetary or other claim against CPI for the use of the descriptive information. Client statements may be used in printed publications, multimedia presentations, on CPI's website, or in any other distribution media. All files and records related to Client's business shall be the property of Client, and CPI shall not remove these files or records from Client's facilities without the express consent of Client. CPI warrants and represents the services will be performed in a skillful and workmanlike manner according to those standards generally prevailing among consultants performing similar services under similar circumstances. To the extent that CPI is not the manufacturer of any hardware or software products that Client my purchase as a result of or relating to CPI's services, CPI does not provide any warranty on such products, whether with respect to their design, performance, functionality or compatibility, with Client's existing system. Any warranty with respect to product must come from the manufacturer or the product procurement distributor, and CPI will pass through to Client any applicable warranties of the manufacturer, to the extent permissible. All warranties are void, however, for damages or defects due to negligence, abuse, modifications not executed by CPI, improper operation, natural disasters or other events beyond CPI's control. This Agreement contains the understanding of the parties hereto with respect to the subject matter contained herein and may be amended only by a written instrument executed by each of the parties or their respective personal representatives, successors, and/or assigns. This Agreement supersedes any and all prior agreements with respect to the subject matter hereof. EXCEPT FOR THE EXPRESS WARRANTIES STATED HEREIN, CPI DISCLAIMS ALL WARRANTIES INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CPI will indemnify, defend, and hold Client harmless from and against any claims, liabilities, losses, expenses, or damages (collectively "Damages") caused by the services performed or the work delivered by CPI under these terms which infringes any copyright, trade secret or any other proprietary right of any third party. Excluded from such indemnification are any claims related to (i) services performed on equipment or software which Client covenanted CPI had the rights to modify, (ii) services performed to Client specifications or design and, (iii) infringement resulting from or caused by Client's misuse or unauthorized modification of systems or product. CPI will also indemnify, defend, and hold Client harmless from and against any Damages resulting from CPI's willful misconduct or negligent acts or omissions in performing the services which are the subject of these terms, except to the extent such Damages are caused by the willful misconduct or negligence of Client. CPI's obligation to indemnify and defend Client with respect to any claim shall be subject to (i) Client providing CPI with prompt notice of such claim, (ii) CPI having sole control over the defense and settlement thereof, (iii) Client providing CPI with the information and assistance necessary to defend or settle such claim as reasonably requested by CPI, and (iv) the limitations set forth hereafter. CPI EXHi$IT PAGE ILI O : _3 Iinitial 800.999.0197 • 7301 East 90th Street, Suite 111 • Indianapolis, IN 46256 • vwvw.commprod.com CPI Proprietary — Use Of This Data BeyondProposal Evaluation is Strictly Prohibited WILL NOT BE LIABLE FOR INCIDENTAL, SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF DATA OR ITS USE OR LOST PROFITS OR OTHER ECONOMIC DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THIS LIMITATION OF CPI'S LIABILITY WILL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR OTHERWISE, INCLUDING NEGLIGENCE. Client's right to recover Damages is limited to the amounts paid to CPl hereunder. Client acknowledges this limitation of liability is part of the consideration and was considered by CPI in establishing the prices and rates to be charged to Client, which, but for this limitation, would have been higher. If conditions are encountered at the site which are (1) subsurface or otherwise concealed, or (2) unknown and of an unusual nature, and which differ materially from those ordinarily found to exist, CPI shall give notice to the Client. The Client will promptly investigate such conditions and, if they differ materially and cause an increase in CPI's cost of, or time required for, performance of any part of the work, Client will make an equitable adjustment in the Agreement sum, Agreement time or both. If, for any reason, Client or agent of Client hinders the performance of CPI, or there occurs any delay beyond CPI's control including any delays caused byAvayal Nortel or Interactive Intelligence, CPI shall not be responsible for complying with any completion date stipulated or requested by Client. Should Client require services on a legacy system not installed by CPI, CPI shall make every effort to perform these services without outside assistance. Should, however, support be required by the OEM, CPI shall contact the OEM and Client agrees to reimburse CPI for any charges assessed by said OEM. CPI, or there occurs any delay beyond CPI's control including any delays caused by Nortel or Interactive Intelligence, CPI shall not be responsible for complying with any completion date stipulated or requested by Client. Should Client require services on a legacy system not installed by CPI, CPI shall make every effort to perform these services without outside assistance. Should, however, support be required by the OEM, CPI shall contact the OEM and Client agrees to reimburse CPI for any charges assessed by said OEM. For the term of this Agreement and for a period of one year thereafter, Client hereby agrees not to hire, solicit, or accept solicitation of, through employment or otherwise, directly or indirectly, any of CPI's employees. If such action occurs and results in a CPI employee accepting employment with the Client, Client hereby agrees to pay to CPI, as liquidated damages, that individual's CPI annual compensation to offset such recruiting and training costs. Title to all equipment shall remain with CPI until Client fulfills agreed upon payment terms. While title is in the possession of CPI, Client agrees to protect and maintain all equipment and insure it against theft, loss, and/or damage. If for any reason Client is in default, CPI shall have full rights to completely remove any or all equipment until balance owed is brought current. NOTE: There may be a reinstallation fee charged at CPI's regular hourly rate. CPI has the option to liquidate any and all equipment in order to recuperate moneys due, and Client shall be responsible for the amount not collected due to the sale of said equipment. Overdue invoices shall bear interest at the maximum rate permitted under applicable law and Client agrees to pay all attorney fees and other collection costs incurred by CPI in enforcing any balance due for collection. Client shall: (a) designate one point of contact for all purchase/installation matters; (b) follow all of CPI's and manufacturer's instructions with respect to the use or operation of the products; (c) recognize that CPI and its authorized agents or vendors shall have the exclusive rights to test, change, modify, move, connect, relocate, replace, repair or otherwise maintain the products in order to maintain the warranty; (d) provide the appropriate electrical and/or other necessary connections as specified by CPI and as required by applicable laws, codes, ordinances and regulations; (e) provide the proper product environment (with reference, in part, to the manufacturer's specifications, requirements or suggestions); (f) provide reasonable access to the products and reasonable work space on the premises to enable CPI to perform its functions-, (g) take such other measures as are reasonable and appropriate to allow CPI to perform its functions under this Agreement; and (h) otherwise comply with all Agreement terms and conditions, applicable laws, codes, ordinances and regulations. Unless otherwise agreed in writing, upon final completion of the services set forth in this Agreement, Client shall have EANIBIT PAGE OI= �-- --�--� Initial 800.999.0197 • 7301 East 90th Street, Suite 111 • Indianapolis, IN 46256 • www.commprod.com CPI Proprietary -- Use Of This Data Beyond Proposal Evaluation is Strictly Prohibited fifteen (15) business days in which to notify CPI in writing of any problems with the services provided during the term of this Agreement. If CPI is not notified within this time period, the services performed shall be deemed accepted. If for any reason Client refuses to abide by or cancels this Agreement, any restock charges, shipping and/ or labor charges may, at the discretion of CPI, be imposed upon Client as well as any/all other remedies/damages CPI may be entitled to. Any notice in connection with this Agreement shall be in writing and shall be delivered in person or deposited postage prepaid in the registered or certified mails of the United States_ This Agreement shall be deemed to have been entered into in the State of Indiana, and all questions concerning the validity, interpretation or performance of any its terms or provisions, or of any rights or obligations of the parties hereof, shall be governed by and resolved in accordance with the internal laws of the State of Indiana. Unless the parties to this Agreement mutually agree in writing, all claims and disputes arising in connection with the making of and entering into or performance of the Agreement will be finally settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association in effect on the date of this Agreement as a single arbitrator appointed in accordance with such rules. The cost of the arbitrator and the cost of both parties of proceeding in arbitration, including, without limitation, reasonable attorney fees and expenses, will be borne as to each claim submitted to arbitration by the substantially non -prevailing party on that claim. The award of the arbitrator will be in writing and will contain findings of fact and conclusions concerning applicable law. Judgment upon the award rendered by the arbitrator may be entered in any court having proper jurisdiction. Should any litigation be commenced between the parties to this Agreement, or the rights and duties of either party in relation thereto, the party prevailing in such litigation shall be entitled, in addition to such other relief that may be granted, to a reasonable sum for its attorney fees, court costs, and other reasonable litigation fees in such litigation which shall be determined by the court in such litigation or in a separate action brought for that purpose. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective permitted successors. Client may request CPI perform cabling, data and/or CIC/EIC/telephony oriented move, adds, or changes (MAC work) or any other services or products beyond that purchased upon the Agreement's execution. Should CPI be capable of rendering such additional services or provisioning such additional products, CPI shall provide Client with a quotation and upon acceptance the terms and conditions herein shall apply. Unless otherwise stated in this Agreement, CPI has engineered and priced the solution to be completed by CPI authorized personnel or agents only. Should Client decide, for training or any other purpose, to become actively engaged in the service provisioning of the project, there will be no deduction of the contract price, and CPI may at its sole discretion invoice for any additional costs CPI my incur due to Client's involvement. Each party has had the benefit and advice of independent legal counsel in connection with the subject matter of this Agreement in connection with the execution, delivery, and performance of this Agreement. Therefore, neither party to this Agreement will be considered the exclusive drafter of the Agreement. The Agreement purchase amount is predicated upon all work being completed contiguously. Should this not be possible, a remobilization fee may be assessed. Supplemental to the terms and conditions found on the preceding pages, the following terms and conditions are applicable to Client depending on the services/products being purchased via this Agreement. CPI provides services and products that fall within four lines of business: voice, cable, data, and CIC. The services/products being purchased under this Agreement by Client fall under one or more of the aforementioned lines of business and, therefore, the following applicable terms and conditions apply_ Additional Terms and Conditions Applicable to Purchase of Voice Services/Products The warranty does not cover programming changes, carrier problems, or "no trouble found" calls. Unless otherwise specified, installation is based on reuse of existing wiring at Client premises. If the wire or jacks are found to be in unsatisfactory conditions, CPI will inform Client of the required rectification procedures which will be invoiced to Client at CPI's then current time and material rate. In the event CPI determines that the project requires the addition of replacement or custom plugged telephone cords in order to reach inaccessible outlets, CPI reserves the right to add the time and material costs of these changes to final invoice for installation. Re - EXHIBIT PAGE 0a-3 Initial 800.999.0197 • 7301 East 90th Street, Suite 111 • Indianapolis, IN 46256 - www.commprod.com CPI Proprietary -- Use Of This Data Beyond Proposal Evaluation is Strictly Prohibited programming requests or equipment changes made by Client following Client sign -off on the programming and system design, will be charged on a time and materials basis and will appear on Client's final installation invoice. In addition to the aforementioned Client responsibilities, Client shalt also ensure the necessary number of lines from the local exchange carrier are present and operational within the Client premises prior to CPl installation. If this Purchase Agreement includes the purchase of any Avaya product or service Client agrees to comply with the terms of the Avaya End User License and Warranty, attached hereto and incorporated herein by this reference. Additional Terms and Conditions Applicable to Purchase of Cabling Services/Products In addition to the aforementioned Client responsibilities, Client shall also provide and ensure the adequacy of clear and available cable pathways and an existing cable support system (e.g. cable tray, conduit, cable hangers, raceway, coring, etc.). Client will also ensure unhindered access to the installation areas including the removal of furniture or other structures obstructing the installation areas. Removing or relocating existing services is not within the scope of this Agreement. Client will ensure installation areas are free of all hazardous materials including asbestos. Should CPI or Client find any hazardous materials including asbestos in any installation area, it shall be the Client's sole responsibility to abate or encapsulate said hazardous material and/or asbestos prior to any cable installation. Client shall also thereafter be responsible for providing monitoring devices to measure any possible friable airborne residual hazardous fibers. Any idle time incurred by CPI due to the absence of non -CPI supplied materials, incompleteness of other contractor work, absence of required escorts, inability to enter work site due to locked facilities, etc., or any other factor upon which CPI reasonably relied upon Client management, will induce an assessment of $35.00 per man-hour. Client shall also provide validated parking in close proximity to the project site for CPI employees as required. Depending upon the circumstances, some horizontal station lengths may exceed the 90 meter limit specified by EIAMA 568 specification. CPI understands, however, that all cabling is to be CMP or CMR rated. No patching or painting of existing surfaces is included within the scope of this Agreement and Client will ensure the adequacy of plywood backboard space in closets to support the installation. Unless otherwise indicated to CPI in writing, CPI predicates the Agreement upon the supposition that no prevailing wages apply. Additional Terms and Conditions ApOlicable to Purchase of Data Services/Products CPI will not be liable for system failures, or any consequences arising thereunder, which are due to acts of God, fire, flood, sabotage, user error, mischief, viruses, theft, or other mechanical failures. CPI strongly encourages Client to have two or more reliable backups of all data on Client's system. This Agreement does not encompass any development, modification or enhancement of any software product for Client. In addition to CPI's general warranty provisions as stated above, CPI's warranty, as pertaining to data services, specifically excludes non- performance issues caused as a result of a non -CPI supplied hardware malfunction, software not installed by CPI, or by incorrect data or incorrect procedure used by Client. Client agrees to reimburse CPI for time and materials for any services provided by CP1 at Client's request to remedy excluded non-performance problems. Additional Terms and Conditions Applicable to Purchase of the Interactive Intelligence Services/Products In addition to the aforementioned Client responsibilities, Client shall also ensure prior to commencement of services by CPI that Client's network is functionally stable, has a properly configured server (e.g. NT, Notes) with sufficient messaging storage capacity, and that the necessary number of lines from the local exchange carrier are present and operational within the Client premises. As the Project Scope is finalized, further CPI and Client responsibilities will be identified. Should required cabling from the server to the termination blocks exceed twenty-five feet in tength, additional charges will be assessed. EXHIBIT �- PAGE, �011) Initial 800.999.0197 • 7301 East 90th Street, Suite 111 • Indianapolis, IN 46256 - www,commprod.com CPI Proprietary — Use Of This Data Beyond Proposal Evaluation is Strictly Prohibited H Unless otherwise indicated on the CPI prepared System Solution Proposal or Agreement signature page, IVR, custom programming or report making, database access, screen pops, and all training related to the aforementioned are beyond the scope of this Agreement. Upon Client request, CPI will provide a .proposal for these additional services. CPI strongly recommends Client have a spares kit to allow the greatest flexibility in system service and performance. �Aw AVAYA GLOBAL SOFTWARE LICENSE TERMS THIS END USER LICENSE AGREEMENT ("SOFTWARE LICENSE TERMS") GOVERNS THE USE OF AVAYA'S PROPRIETARY SOFTWARE AND THIRD -PARTY PROPRIETARY SOFTWARE. READ THESE SOFTWARE LICENSE TERMS CAREFULLY, IN THEIR ENTIRETY, BEFORE INSTALLING, DOWNLOADING OR USING THE AVAYA SOFTWARE (AS DEFINED BELOW). BY INSTALLING, DOWNLOADING OR USING THE AVAYA SOFTWARE, OR AUTHORIZING OTHERS TO DO SO, YOU, ON BEHALF OF YOURSELF AND THE ENTITY FROM WHOM YOU ARE INSTALLING, DOWN LOADING OR USING THE SOFTWARE (HEREINAFTER REFERRED TO INTERCHANGEABLY AS "YOU" AND "END USER"), AGREE TO THESE TERMS AND CONDITIONS AND CREATE A BINDING CONTRACT BETWEEN YOU AND AVAYA INC. OR THE APPLICABLE AVAYA AFFILIATE ("AVAYA"). IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE SOFTWARE LICENSE TERMS. ANY USE OF THE SOFTWARE WILL CONSTITUTE YOUR ASSENT TO THESE SOFTWARE LICENSE TERMS (OR RATIFICATION OF PREVIOUS CONSENT). IF YOU DO NOT HAVE SUCH AUTHORITY OR DO NOT WISH TO BE BOUND BY THESE SOFTWARE LICENSE TERMS, YOU MUST RETURN OR DELETE THE SOFTWARE WITHIN TEN (10) DAYS OF DELIVERY FOR A REFUND OF THE FEE, IF ANY, YOU PAID FOR THE LICENSE OR IF SOFTWARE IS ACCESSED ELECTRONICALLY, SELECT THE "DECLINE" BUTTON AT THE END OF THESE SOFTWARE LICENSE TERMS. A. Scope. These Software License Terms are applicable to anyone who downloads and/or installs Avaya Software, purchased from Avaya Inc., any Avaya Affiliate, or an authorized Avaya reseller (as applicable) under a commercial agreement with Avaya or an authorized Avaya reseller ("Agreement"). Unless otherwise agreed to by Avaya in writing, Avaya does not extend this license if the Software was obtained from anyone other than Avaya, an Avaya Affiliate or an Avaya authorized reseller, and Avaya reserves the right to take legal action against you and anyone else using or selling the Software without a license. To the extent there is a conflict between these Software License Terms and another Agreement, the order of precedence shall be (i) your Agreement with Avaya if you purchased from Avaya Inc. or an Avaya Affiliate, or (ii) these Software License Terms if you purchased from an authorized Avaya reseller, except with respect to third party elements subject to a Shrink wrap License or other Third Party Terms, in which case the Shrink wrap License or other Third Party Terms will prevail. "Avaya Affiliate" means any entity that is directly or indirectly controlling, controlled by, or under common control with Avaya Inc. For purposes of this definition, "control" means the power to direct the management and policies of such party, directly or indirectly, whether through ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. B. License Grant. Avaya grants you a personal, non -sub licensable, non-exclusive, non -transferable license to use Software and Documentation obtained from Avaya or an Avaya authorized reseller and for which applicable fees have been paid for your internal business purposes at the indicated capacity and features and within the scope of the applicable license types described below and at locations where the Software is initially installed. "Documentation" means Avaya information and manuals containing operating instructions and performance EXHIBIT PAGE QF _3 �- Initial 800,999.0197 • 7301 East 90th Street, Suite 111 Indianapolis, IN 46256 • www.commprod.com CPI Proprietary — Use Of This Data Beyond Proposal Evaluation is Strictly Prohibited specifications that Avaya generally makes available to users of its products and delivers with the Software_ Documentation does not include marketing materials. (i) Right to Move License Entitlements. Notwithstanding the foregoing, You may move right to use license entitlements (RTU's) from one location to another within the country where the Software was originally purchased or anywhere within the European Union (EU) if purchased within the EU in accordance with Avaya's then -current software license move policy for that Software which is available upon request subject to the following conditions: a. You shall provide prompt written notice to Avaya or an Authorized Provider of any RTU moves including but not limited to, the number and type of licenses moved, the location of the original Server and the location of the new Server, the date of such RTU moves and any other information that Avaya may reasonably request; b. You may only move RTU's to and from Designated Processors or Servers supporting the same Software application; c. You acknowledge that maintenance services do not cover system errors caused by moves not performed by Avaya, and if any such transfer results in a requirement for Avaya system engineering or requires the use of on - site Avaya personnel, you will be charged the Time & Materials fees for such activity; and d. if your maintenance coverage differs on licenses on the same product instance at the location of the new Server, Service updates, recasts and/or fees may apply. (ii) Non -Production License Grant. With respect to Software distributed by Avaya to you for non -production purposes, Avaya grants to you, subject to the terms and conditions contained herein, a personal, nonexclusive, nontransferable and non -sub licensable right to use the Software in a non -production environment solely for testing, development or other non-commercial purposes on a single computer ("Non -Production License"). C. All Rights Reserved. Except for the limited license rights expressly granted in these Software License Terms, Avaya reserves all rights in and to the Software and Documentation and any modifications thereto. You will own only the hardware or physical media on which the Software is stored, if any. D. General License Restrictions. To the extent permissible under applicable law, you agree not to: (i) decompile, disassemble, or reverse engineer the Software; (ii) alter, modify or create any derivative works based on the Software or Documentation; (iii) merge the Software with any other Software other than as expressly set forth in the Documentation; (iv) use, copy, sell, sublicense, lease, rent, loan, assign, convey or otherwise transfer the Software or Documentation except as expressly authorized by the Agreement with a Avaya; (v) distribute, disclose or allow use of the Software or Documentation, in any format, through any timesharing service, service bureau, network or by any other means; (vi) allow any service provider or other third party, with the exception of Avaya's authorized resellers and their designated employees ("Authorized Providers") who are acting solely on behalf of and for the benefit of End User, to use or execute any software commands that cause the Software to perform functions that facilitate the maintenance or repair of any product except that a service provider or other third party may execute those software commands that, as designed by Avaya, would operate if a user is logged into a product using a customer level login and Maintenance Software Permissions ("MSPs") were not enabled or activated; (vii) gain access to or the use of any Software or part thereof without authorization from Avaya; (viii) enable or activate, or cause, permit or allow others to enable or activate any logins reserved for use by Avaya or Authorized Providers; or (ix) permit or encourage any third party to do so. Authorized Providers shall be obligated to comply with the terms and provisions of these Software License Terms. End Esser shall advise any third party, including any Authorized Provider, who accesses or uses any Software of the terms and provisions of these Software License Terms. End User shall be responsible for such third party's failure to comply and shall indemnify Avaya for any damages, loss, expenses or costs, including attorneys' fees and costs of suit, incurred by Avaya as a result of non-compliance with this section. Notwithstanding the foregoing, if the Software is rightfully located in a member state of the European Union and End User needs information about the Software in order to achieve interoperability of an independently created software program with the Software, End User will first request such information from Avaya. Avaya may charge End User a reasonable fee for the provision of such information. If Avaya refuses to make such information available, then End User may take steps, such as reverse assembly or EXHIBIT PAGE QF Initial 800.999,0197 • 7301 East 90th Street, Suite 111 • Indianapolis, IN 4-6256 • www.commprod.com CPI Proprietary — Use Of This Data Beyond Proposal Evaluation is Strictly Prohibited reverse compilation, to the extent necessary solely in order to achieve interoperability of the Software with an independently created software program. To the extent that the End User is expressly permitted by applicable mandatory law to undertake any of the activities listed in this section End User will not exercise those rights until End User has given Avaya twenty (20) days written notice of its intent to exercise any such rights. E. Backup Copies. End User may create a reasonable number of archival and backup copies of the Software and the Documentation, provided all proprietary rights notices, names and logos of Avaya and its suppliers are duplicated on each copy. F. Warranty. Avaya provides a limited warranty on its Software and Hardware. Avaya's standard warranty language as well as information regarding support while under warranty, is available through the following website: http-/Isupport.avaya.com. Please note that if you are acquiring the Software or Hardware from an authorized Avaya reseller outside of the United States and Canada, the warranty is provided to you by said Avaya reseller and not by Avaya. EXCEPT AS REFERENCED HEREIN, THE SOFTWARE IS PROVIDED "AS IS" AND NEITHER AVAYA NOR ITS SUPPLIERS MAKES ANY EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO ANY PRODUCTS OR SERVICES OR OTHERWISE RELATED TO THE AGREEMENT OR SOFTWARE LICENSE TERMS. AVAYA DOES NOT WARRANT UNINTERRUPTED OR ERROR FREE OPERATION OF PRODUCTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AVAYA DISCLAIMS ALL WARRANTIES IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON INFRINGEMENT. G. Compliance. At Avaya's request and upon reasonable prior written notice, Avaya will have the right to inspectEnd User's compliance with these Software License Terms. H. Termination of License. If you breach the license limitations or restrictions in these Software License Terms and if within ten (10) business days of your receipt of a reasonably detailed written request to cure, you have not cured all breaches of license limitations or restrictions, Avaya may, with immediate effect, terminate the Software licenses granted in these Software License Terms without prejudice to any available rights and remedies in contract and for infringement_ Upon termination or expiration of the license for any reason, you shall immediately return the Software and any copies to Avaya, or, at Avaya's discretion and written notice to you, you shall permanently destroy all copies of the Software and any related materials in your possession or control. The provisions concerning confidentiality, indemnity, license restrictions, export control, and all limitations of liability and disclaimers and restrictions of warranty (as well as any other terms which, by their nature, are intended to survive termination) will survive any termination or expiration of the Software License Terms. I. License Types. Avaya grants you a license within the scope of the license types described below. Where the order documentation does not expressly identify a license type, the applicable license will be a Designated System License_ The applicable number of licenses and units of capacity for which the license is granted will be one (1), unless a different number of licenses or units of capacity is specified in the documentation or other materials available to you. "Designated Processor" means a single stand-alone computing device. "Server" means a Designated Processor that hosts a software application to be accessed by multiple users. "Software" means the computer programs in object code, originally licensed by Avaya and ultimately utilized by you, whether as standalone products or pre -installed on Hardware. "Hardware" means the standard hardware products, originally sold by Avaya and ultimately utilized by you. Designated System(s) License (DS). End User may install and use each copy of the Software only on a number of Designated Processors up to the number indicated in the order. Avaya may require the Designated Processor(s) to be identified in the order by type, serial number, feature key, location or other specific designation, or to be provided by EXHIBIT PAGE 9n DF Initial 800.999.0197 • 7301 East 90th Street, Suite 111 Indianapolis, IN 46256 • www.commprod.com CPI Proprietary — Use Of This Data Beyond Proposal Evaluation is Strictly Prohibited End User to Avaya through electronic means established by Avaya specifically for this purpose. Concurrent User License (CU). End User may install and use the Software on multiple Designated Processors or one or more Servers, so long as only the licensed number of Units are accessing and using the Software at any given time. A "Unit" means the unit on which Avaya, at its sole discretion, bases the pricing of its licenses and can be, without limitation, an agent, port or user, an e-mail or voice mail account in the name of a person or corporate function (e.g., webmaster or helpdesk), or a directory entry in the administrative database utilized by the Software that permits one user to interface with the Software. Units may be linked to a specific, identified Server. Database License (DL). End User may install and use each copy of the Software on one Server or on multiple Servers provided that each of the Servers on which the Software is installed communicates with no more than a single instance of the same database. CPU License (CP). End User may install and use each copy of the Software on a number of Servers up to the number indicated in the order provided that the performance capacity of the Server(s) does not exceed the performance capacity specified for the Software. End User may not re -install or operate the Software on Server(s) with a larger performance capacity without Avaya's prior consent and payment of an upgrade fee. Named User License (NU). You may: (i) install and use the Software on a single Designated Processor or Server per authorized Named User (defined below); or (ii) install and use the Software on a Server so long as only authorized Named Users access and use the Software. "Named User," means a user or device that has been expressly authorized by Avaya to access and use the Software. At Avaya's sole discretion, a "Named User" may be, without limitation, designated by name, corporate function (e.g., webmaster or helpdesk), an e- mail or voice mail account in the name of a person or corporate function, or a directory entry in the administrative database utilized by the Software that permits one user to interface with the Software. Shrink wrap License (SR). You may install and use the Software in accordance with the terms and conditions of the applicable license agreements, such as "shrink wrap" or "click through" license accompanying or applicable to the Software ("Shrink wrap License"). J. Third -party Components. Certain software programs or portions thereof included in the Software may contain software (including open source software) distributed under third party agreements ("Third Party Components"),which may contain terms that expand or limit rights to use certain portions of the Software ("Third Party Terms"),Information identifying the copyright holders of the Third Party Components and the Third Party Terms that apply is available on Avaya's website at:.http://support,avaya.com/Copyrigh . K. Limitation of Liability. EXCEPT FOR PERSONAL INJURY CLAIMS, WILLFUL MISCONDUCT AND END USER`S VIOLATION OF AVAYA'S OR ITS SUPPLIERS INTELLECTUAL PROPERTY RIGHTS, INCLUDING THROUGH A BREACH OF THE SOFTWARE LICENSE TERMS AND TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, NEITHER AVAYA OR ITS SUPPLIERS NOR END USER SHALL BE LIABLE FOR (i) ANY INCIDENTAL, SPECIAL, STATUTORY, INDIRECT OR CONSEQUENTIAL DAMAGES, OR (ii) FOR ANY LOSS OF PROFITS, REVENUE, OR DATA, TOLL FRAUD, OR COST OF COVER AND (iii) DIRECT DAMAGES ARISING UNDER THESE SOFTWARE LICENSE TERMS IN EXCESS OF THE PURCHASE PRICE AND FEES PAID FOR THE PRODUCTS OR SERVICES GIVING RISE TO THE CLAIM. L. Protection of Confidential Software and Documentation. End User acknowledges that the Software and Documentation are regarded as confidential by Avaya and its suppliers ("Confidential Information") and End User agrees at all times to protect and preserve in strict confidence the Software and Documentation. M. Protection of Personal Data. The use of the Software may require the processing of personal data pertaining to you or to your personnel. Personal data required to use the Software will need to be submitted to Avaya. Failing the submission of such data, the use of the Software will not be possible. You or your personnel have a right to access and correct erroneous personal data pertaining to you or your personnel and to object for legitimate reasons to the processing and transfer of these data. You can exercise this right by contacting in writing the Data Privacy Officer of the applicable Avaya Affiliate. EXHIBIT PAGE ZLOF Initial 800.999.0197 • 7301 East 90th Street, Suite 111 • Indianapolis, IN 46256 • www.commprod.com CPI Proprietary — Use Of This Data Beyond Proposal Evaluation is Strictly Prohibited N. High Risk Activities. The Software is not fault -tolerant and are not designed, manufactured or intended for any use requiring fail-safe performance in which the failure of the Software could lead to death, serious personal injury, severe physical or environmental damage ("High Risk Activities"). This includes the operation of aircraft or nuclear facilities. You agree not to use, or license the use of, the Software in connection with any High Risk Activities. O. Export Control. You are advised that the Software is of U.S_ origin and subject to the U.S_ Export Administration Regulations (EAR); diversion contrary to U.S. law and regulation is prohibited. You agree not to directly or indirectly export, re-export, import, download, or transmit the Software to any country, end user or for any use that is prohibited by applicable U.S. regulation or statute (including but not limited to those countries embargoed by the U.S. government). You represent that neither the U.S. Bureau of Industry and Security (BIS) nor any other governmental agency has issued sanctions against End User or otherwise suspended, revoked or denied End User's export privileges. You agree not to use or transfer the Software for any use relating to nuclear, chemical or biological weapons, or missile technology, unless authorized by the U.S. Government by regulation or specific written license. Additionally, you are advised that the Software may contain encryption algorithm or source code that may be limited for export to government or military end users without a license issued by the U.S. BIS and any other country's governmental agencies, where applicable_ Lastly, you agree not to directly or indirectly export, re-export, import, or transmit the Software contrary to the laws or regulations of any other governmental entity that has jurisdiction over such export, import, transmission, or use. P. U.S Government End Users. The Software shall be classified as "commercial computer software" and the Documentation is classified as "commercial computer software documentation" or "commercial items," pursuant to FAR 12.212 or DFAR 227.7202, as applicable. Any use, modification, reproduction, release, performance, display or disclosure of the Software or Documentation by the Government of the United States shall be governed solely by the terms of these Software License Terms and shall be prohibited except to the extent expressly permitted by the terms of these Software License Terms. Q. Acknowledgement. End User acknowledges thatcertain Software may contain programming that: (i) restricts, limits and/or disables access to certain features, functionality or capacity of such Software subject to the End User making payment for licenses to such features, functionality or capacity; or (ii) periodically deletes or archives data generated by use of the Software and stored on the applicable storage device if not backed up on an alternative storage medium after a certain period of time. R. Miscellaneous. These Software License Terms will be governed by New York State laws, excluding conflict of law principles and the United Nations Convention on Contracts for the International Sale of Goods. If a dispute cannot be settled by good faith negotiation between the parties within a reasonable period of time, and to the extent authorized by applicable law, it must be finally settled upon request of either party by arbitration to be held in accordance with the Rules of Arbitration of the International Chamber of Commerce by a single arbitrator appointed by the parties or (failing agreement) by an arbitrator appointed by the President of the International Chamber of Commerce (from time to time). The arbitration will be conducted in the English language, at a location agreed by the parties or (failing agreement) ordered by the arbitrator. The arbitrator will have authority only to award compensatory damages and will not award punitive or exemplary damages. The arbitrator will not have the authority to limit, expand or otherwise modify the Software License Terms. The ruling by the arbitrator will be final and binding on the parties and may be entered in any court having jurisdiction. Avaya and you will each bear its own attorneys' fees associated with the arbitration. Notwithstanding the foregoing, Avaya shall be entitled to take immediate legal action where required to protect its confidential or proprietary information, or to obtain any interim injunction. If any provision of these Software License Terms is determined to be unenforceable or invalid, these Software License Terms will not be rendered unenforceable or invalid as a whole, and the provision will be changed and interpreted so as to best accomplish the objectives of the original provision within the limits of applicable law. EXHIBIT. PAGEJ01=� Initial 800.999.0197 • 7301 East 90th Street, Suite 111 • Indianapolis, IN 46256 • www.commprod.com CPI Proprietary — Use Of This Data Beyond Proposal Evaluation is Strictly Prohibited The failure to assert any rights under the 'Software License Terms, including, but not limited to, the right to terminate in the event of breach or default, will not be deemed to constitute a waiver of the right to enforce each and every provision of the Software License Terms in accordance with their terms. if you move any Software, and as a result of such move, a jurisdiction imposes a duty, tax, levy or fee (including withholding taxes, fees, customs or other duties for the import and export of any such Software), then you are solely liable for, and agree to pay, any such duty, taxes, levy or other fees. Agreement in English. The parties confirm that it is their wish that these Software License Terms, as well as all other documents relating hereto, including all notices, have been and shall be drawn up in the English language only. Les parties aux presentes confirment leur volonte que cette convention, de meme que tons les documents, y compristout avis, qui s'y rattachent, soient redig6s en langue anglaise. Las partes ratifican que es su voluntad que esteContrato, asi Como cualquier otro documento relacionado con el mismo, incluyendo todo tipo de notificaciones, hansido redactados y debean continuer siendo redactados unicamente en el idioma ingles. EXHIBIT PAGE ZFDOFC-15.1 Initial 800.999.0197 • 7301 East 90th Street, Suite 111 • Indianapolis, IN 46256 • www.commprod.com