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
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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)
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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
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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
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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
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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
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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.
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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.
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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.
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800.999.0197 • 7301 East 90th Street, Suite 111 • Indianapolis, IN 46256 • www.commprod.com