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09-28-2010 Contract for purchase of the Avaya IP Office SystemJLL:411lJ To: Larry Brooks, Town Manager Thru: Scott Wright, Asst. Town Manager — Finance Thru: Eric Heil, Town Attorney From: Cindy Kershaw, IT Administrator Date: September 2, 2010 Re: VoIP Vendor Recommendation Summary: The existing telephone system at the Town of Avon has been in place for over 12 years and the system is outdated and needs to be replaced. Only refurbished telephones and parts can be purchased for the old system. Proper handling of 911 location information is not supported on this system and there is limited growth available on the current system. We have no redundancy on the system and there are no new upgrades or additions to that system to allow new features or functionality to be added. Background: The process to select a replacement telephony system for the Town of Avon began July 20, 2009 with the release of a Request for Quotation. The Town received 7 responses from Colorado VolP telephony vendors. These responses covered proposals for 5 different VoIP manufacturers. The answers to the RFQ were used to present budgetary costs for a VoIP system in the 2010 budget. Server and network upgrades have been completed in 2010 to accommodate the new VoIP environment. The 5 VoIP manufacturers were narrowed down to 3 to be evaluated with the goal of finding one that would serve the Town's needs for the foreseeable future. The 3 manufacturers considered were Avaya, Cisco and ShoreTel. All 3 have very strong and long histories in the VolP industry. All 3 would provide a much needed upgrade in technology that would give the users far more functionality than the existing system. Each vendor was invited to the Town for a day to demonstrate their proposed system and features in May 2010. The scope was refined and counts of actual devices were updated in June 2010 and updated quotes were received from each vendor. Site visits to a customer running each of the proposed systems were conducted in June and July 2010. Discussion: I am recommending the proposal from Imagine Technologies for the Avaya IP Office system for the Town. This solution features all of the functionality that the Town has requested and more. This solution will continue to work and grow for the Town for many years to come on a solid platform that will be upgraded, maintained and supported by Avaya and Imagine Technologies. Management of the IP Office platform is a graphical interface that is intuitive and easy to learn and navigate. The ease of management within the system will allow IT staff to quickly make changes necessary for the users to receive the full benefits of the features available. This system will allow the Town to utilize technology to create new efficiencies within departments that are short staffed currently and have difficulty keeping in touch with other Town departments and the public. Complete answers to the RFQ and quotes are available to be reviewed. If these recommendations are approved by the Town Council, the project will commence on September 15, 2010 and be completed by October 31, 2010. Financial Implications: The budget in 2010 for the VOIP project is $125,000.00 The Avaya proposal is the most cost effective of the 3 solutions considered. The Avaya system will allow us to implement enhanced 911 capabilities that will give Vail Dispatch detailed information about the location the call is coming from. We can designate location information down to the specific room or office in a building if we wish. The cost savings also allow us to implement at installation a wireless infrastructure in the Municipal Building which will allow the Administration staff mobility to handle calls wherever they are in the facility. Summary of nronosals: Existing telephone system yearly maintenance = $ 9,276.00 Additional Costs: Cabling work that may be necessary $ 3,000.00 Network consulting $ 5,000.00 Additional hardware (switches, etc) $ 5,000.00 Recap of financial implications with Avaya IP Office recommendation: 2010 CEP Budget $125,000.00 Avaya IP Office Installation (Imagine Technologies) $104,497.42 Additional Costs $ 13,000.00 Balance remaining $ 7,502.58 • Page 2 Imagine Technologies Avaya IP Office OCx Networks ShoreTel PEI Cisco & Microsoft OCS Installation cost $ 104,497.42 $ 125,831.00 $ 137,304.00 Year 1 maintenance Included Included $ 17,507.00 Year 2 maintenance $ 7,080.00 $ 9,800.00 $ 18,773.00 Year 3 maintenance $ 7,080.00 $ 9,800.00 $ 18,773.00 Existing telephone system yearly maintenance = $ 9,276.00 Additional Costs: Cabling work that may be necessary $ 3,000.00 Network consulting $ 5,000.00 Additional hardware (switches, etc) $ 5,000.00 Recap of financial implications with Avaya IP Office recommendation: 2010 CEP Budget $125,000.00 Avaya IP Office Installation (Imagine Technologies) $104,497.42 Additional Costs $ 13,000.00 Balance remaining $ 7,502.58 • Page 2 Recommendation: Approve moving forward with implementation of the VolP system proposed by Imagine Technologies and approve the attached Terms and Conditions (with Schedule A — Order Summary Form), the Statement of Work and the Schedule B Maintenance Agreements for each Town location. Town Manager Comments: • Page 3 C�7 IMAGINETECHNOLOGIES PRODUCT & SERVICE PURCHASE AGREEMENT CONTRACT NUMBER: TOWN OF AVON TERMS AND CONDITIONS This Product & Service Purchase Agreement ( "Agreement ") is by and between the legal entities that have executed this Agreement ( "Imagine Technologies" and "Client"). This Agreement covers Products and Services for use only in the United States in the ordinary course of Client's business, and not for the purpose of resale by Client. The parties agree that the terns and conditions of this Agreement will govern the Client's purchase and/or license of equipment, software, and associated wire and cable, ( "Products ") and installation, maintenance and other related services ( "Services ") described in this Agreement ( "Order "). "Addendum No. I Imagine Technologies Inc. Product and Purchase Agreement . Client of Avon" will apply. No other terns and conditions will apply to Client's Order, nor control over this Agreement. If Client submits its Order on Client's own Purchase Order form ( "PO "), then the terms and conditions on Client's PO are expressly excluded. If applicable, this Agreement also consists of one or more of the following documents: — X — Schedule A -Order Summary Form 1. CONTRACT PERIOD A. This Agreement shall be effective from the date of execution by authorized representatives of both parties and shall remain in effect until terminated as set forth in this Agreement. B. If Client orders Maintenance Service; it will commence on the expiration of the applicable warranty period for the tern stated on the Order Summary Form. Upon expiration of the initial tern, Maintenance shall automatically renew for successive one year terns at the monthly charges and under the terns and conditions in effect at the time of renewal unless either parry gives the other written notice of its intent not to renew at least thirty (30) days prior to the expiration of the initial or any renewal tern. Imagine Technologies can also notify you ninety- (90) days in advance of the time of renewal that Service for specific Products covered under this Agreement will not be renewed. 2. ORDERS A. Imagine Technologies' acceptance of Client's Order is subject to credit approval and to Client's remittance of the initial payment as set forth on the Order Summary Form (Schedule A). Subsequent Orders, excluding Change Orders, with a purchase price or license fee of less than $10,000 for additions or modifications to the Products and Services acquired hereunder ( "Add Ons ") may be purchased by Client via telephone, fax, U.S. mail, or email under this Agreement. The price of Add Ons will be hnagine Technologies' then current price. C. When applicable, the parties will mutually agree upon a Scope of Work that describes the responsibilities of each party with respect to installation or other Services to be provided. The Scope of Work shall be made part of the applicable Order when signed by both parties. Client's failure to perform its responsibilities on the dates specified in the Scope of Work may result in a delay of the Order, or may result in an increase in the prices stated on the applicable Order Summary Form or Scope of Work. 3. IMPLEMENTATION A. The "Delivery Date" is the date Imagine Technologies delivers the Products to the Client's location. The "In- Service Date" is the date that Products are substantially in operation in accordance with the manufacturer's standard specifications and any additional documentation accompanying the Product (collectively referred to as "Specifications ") and are available for use by the Client. B. Any mutually agreed upon changes made to the Order before the Delivery or In- Service Date shall be documented on a Change Order form ( "Change Order "). The Change Order form shall state the applicable adjustments to the cost of the Order, including any applicable shipping charges or cancellation charges. C. If Client requests a delay in the Delivery Date or In- Service Date, hnagine Technologies at its option may (1) delay the Delivery Date or In- Service Date subject to any increase in the prices and charges on the Order; (2) deliver the Products and invoice Client for the purchase price or license fee plus any applicable charges for Services performed, in which case installation will be rescheduled at a mutually agreeable time; or (3) cancel the Order and bill Client for cancellation charges as set forth in Section 12. D. Imagine Technologies may, at its option, perform a site survey to identify Client's specific installation requirements. If the site survey cannot be performed before Imagine Technologies' acceptance of the Order, it will be scheduled by mutual agreement of the parties. Upon completion of the site survey, Imagine Technologies will identify and communicate to Client any additional charges that may apply as a result of the site survey on a Change Order. If Client does not agree to such additional charges, client may cancel the Order without liability for cancellation charges. 4. MAINTENANCE SERVICES A. Maintenance Services include all labor and replacement parts and /or Products required by Imagine Technologies to provide Pg 1 of 3 remedial repair of Products during the warranty period, or for Products covered by an Order for post - warranty maintenance Service ( "Maintenance Service "). PARTS AND PRODUCTS REPLACED UNDER MAINTENANCE SERVICE MAY BE NEW, REMANUFACTURED OR REFURBISHED. Any removed parts and/or Products will become the property of Imagine Technologies. B. Maintenance Service coverage will be in accordance with the option(s) described in Service Offerings Summary (Schedule B) and selected by Client on the Order. C. Imagine Technologies may, at its discretion, electronically monitor Products for the purpose of(]) providing accurate remote diagnostics and correcting actions; and (2) determining the applicable renewal charges on the anniversary date of Orders for Maintenance Services charged on a per port basis. Client agrees to cooperate with hnagine Technologies in such data collection, including making remote access available to Imagine Technologies for this purpose. D. Any additions made by Client to Products installed at the Client's location, or any additions electronically identified pursuant to Section 4C above shall be automatically added to Maintenance Service coverage either upon warranty expiration of the additional Product or on the anniversary. Products purchased from a party other than Imagine Technologies or an authorized agent ( "Third Party Products "), are subject to certification by hnagine Technologies at Imagine Technologies then current rates for such certification. Maintenance Service coverage will be effective immediately after Imagine Technologies certifies the Third Party Products. Additions shall be charged at the monthly prices charged by hnagine Technologies for the existing Products. 5. WARRANTIES AND EXCLUSIONS A. hnagine Technologies warrants that during the warranty period the Products warranted directly by Imagine Technologies will operate in accordance with the Specifications. If a Product does not operate in accordance with the Specifications during the manufacturers' warranty period, Client will promptly notify Imagine Technologies. hnagine Technologies will, at its option, either repair or replace that Product without charge to Client. The warranty period shall be specified on the Order Summary and shall begin on the Delivery Date, or if installed by Imagine Technologies, on the In- Service Date, B. If Client has ordered post - warranty service, during Imagine Technologies' warranty and post - warranty service periods, Imagine Technologies is responsible for damage (excluding loss or corruption of data records) to Client's voice Products (e.g., DEFINITY©ECS and Intuity"m AUDIX® systems but not any data or video Products) from power surges as long as Client has installed to the Products' electrical protection which complies with the National Electrical Code, any applicable local standards, and any Imagine Technologies- specified site requirements. A pending or active Imagine Technologies post - warranty service agreement is a prerequisite for this power surge coverage. C. Except as warranted in 5.A above, Imagine Technologies warrants that Services will be perfonned in a workmanlike manner in accordance with the provisions of this Agreement and any applicable industry standards and government regulations. If Imagine Technologies fails to perform the Services as warranted, and Client reports such failure within 30 days of the performance of the Service, Imagine Technologies will re- perform such Services. D. For Products receiving warranty and post warranty service directly from the manufacturer, Imagine Technologies will supply Client with the contact information for registration and service requests during the warranty period. If a Product does not operate in accordance with the Specifications during the manufacturer's warranty period, Client will call the manufacturers' Technical Assistance Center ( "TAC ") and the manufacturer will perform all required warranty work in accordance with the terns of its warranty. E. EXCEPT AS STATED IN SUBSECTIONS 5A AND 5C ABOVE, IMAGINE TECHNOLOGIES, AND ITS PARENT, RELATED COMPANIES, SUBSIDIARIES AND THEIR AFFILIATES, SUBCONTRACTORS AND SUPPLIERS, MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIM ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. R the Imagine Technologies' warranties provided in this Section 5 are limited to the normal and usual use and operation of the Products by Client in accordance with the manufacturer's standard operating instructions. Imagine Technologies' warranties and Maintenance Services do not cover and specifically exclude all claims resulting from the following: (1) abuse or misuse of Products; (2) Client's failure to follow the manufacturer's installation, operation or maintenance instructions; (3) environmental and force majeure conditions listed in Section 14; (4) failure of network carriers or transmission errors experienced over Internet or other facilities; (5) attachment of equipment to Products except through standard interfaces; or (6) actions of non- IMAGINETECHNOLOGIES - o e P o �, 1 E o PRODUCT & SERVICE PURCHASE AGREEMENT CONTRACT NUMBER: TOWN OF AVON TERMS AND CONDITIONS Imagine Technologies personnel including loading of software onto Products or any other modification to Products except as approved in writing by Imagine Technologies. G. Imagine Technologies does not warrant uninterrupted or error free operation of the Products. In addition, although Products are designed to be reasonably secure, Imagine Technologies makes no express or implied warranty that Products are immune from or prevent fraudulent intrusion, unauthorized use or disclosure or loss of proprietary information. Certain features if purchased, such as Password Reset, Conference Mailbox, Skip Password and Monitor Mailbox, when enabled, could be improperly used in violation of privacy laws. By ordering Products with these features or separately ordering such features, Client assumes all responsibility for assuring their proper and lawful use. H. Imagine Technologies shall have no liability for the delay in or failure to perform any Services to the extent that such failure or delay results from the following: (1) delay by Client, any agent or representative of Client; (2) Client's failure to provide environmental conditions, access to the location where the work is to be performed, including without limitation remote access to Products, entrance to buildings, rooms, or sites; network facilities, or any information or other resources which may be set forth in a Scope of Work for installation Services; (3) Client's failure to make payments when they are due; (4) Force majeure conditions as set forth in Section 14. I. The decision to acquire or use hardware, software (in any form), networks, supplies, facilities or services from parties other than Imagine Technologies ( "Third Party Products ") is Client's, even if Imagine Technologies helps Client identify, evaluate or select them. EXCEPT AS SPECIFICALLY AGREED TO IN WRITING, IMAGINE TECHNOLOGIES IS NOT RESPONSIBLE FOR, AND EXPRESSLY DISCLAIMS LIABILITY FOR, PERFORMANCE OR QUALITY OF THIRD PARTY PRODUCTS OR THEIR SUPPLIERS, AND THEIR FAILURE TO MEET CLIENT'S EXPECTATIONS WILL NOT AFFECT CLIENT'S OBLIGATIONS TO IMAGINE TECHNOLOGIES. 6. CLIENT'S RESPONSIBILITIES A. In addition to Client's responsibilities set forth elsewhere in this Agreement, Client is responsible for notifying Imagine Technologies of the presence of any hazardous material (e.g., asbestos) on Client's premises prior to the commencement of any Services. Client is also responsible for removal of any such hazardous material or correction of any other hazardous condition that affects hnagine Technologies' performance of Services. Services will be delayed without any penalty to Imagine Technologies until Client removes or corrects any hazardous condition. Client also agrees to notify Imagine Technologies prior to moving a Product under warranty or an Order for Maintenance Services. Additional charges may apply if Imagine Technologies incurs additional costs in providing Maintenance Services as a result of a move of a Product. B. If the Product supports Telephony over Transmission Control Protocol /Internet Protocol (TCP /IP) facilities; Client may experience certain compromises in performance, reliability and security, even when the Product performs as warranted. These compromises may become more acute if Purchaser fails to follow Imagine Technologies' recommendations for configuration, operation and use of the Product. CLIENT ACKNOWLEDGES THAT IT IS AWARE OF THESE RISKS AND THAT IT HAS DETERMINED THEY ARE ACCEPTABLE FOR ITS APPLICATION OF THE PRODUCT. CLIENT ALSO ACKNOWLEDGES THAT, UNLESS EXPRESSLY PROVIDED IN ANOTHER AGREEMENT, CLIENT IS SOLELY RESPONSIBLE FOR (1) ENSURING THAT ITS NETWORKS AND SYSTEMS ARE ADEQUATELY SECURED AGAINST UNAUTHORIZED INTRUSION, AND (2) BACKING UP ITS DATA AND FILES. 7. PRICE AND PAYMENT A. Client agrees to make the initial payment for Products and Services indicated on the Order Summary Form. Imagine Technologies will invoice Client for the balance, adjusted to reflect all advance payments and any Change Orders, on the Delivery Date or the In- Service Date, whichever is applicable. Client agrees to pay invoices upon receipt. Any invoices not paid within thirty (30) days after the date on the invoice are subject to a late payment fee of one and one -half percent (1 -1/2 %) per month or portion thereof, or the maximum amount allowed by law, whichever is lower, on the unpaid balance. Restrictive endorsements or other statements on checks will not apply. B. Client agrees to reimburse Imagine Technologies' attorneys' fees and related costs associated with collecting delinquent payments. Late fees or attorneys fees shall not apply to balances in dispute resolved in the Client's favor. C. Unless Client provides Imagine Technologies with a tax exemption certificate, Client is solely responsible for paying all legally required taxes, including without limitation any sales, excise or other taxes and fees which may be levied upon the sale, transfer of ownership, license, installation or use of the Products, except for any Pg2of3 income tax assessed upon Imagine Technologies. Client will pay all shipping, handling, rigging and other destination charges relating to the shipment and delivery of the Products to the location specified on the applicable Order. 8. TITLE/RISK OF LOSS Risk of loss for Products shall pass to Client on the Delivery Date. Client will acquire good and free title to Products purchased upon full payment of charges invoiced, except that title to software will remain with the manufacturer of the software. 9. SECURITY INTEREST In the event that title shall be deemed to have passed, Imagine Technologies reserves the right to file a security interest in the Products until the purchase price and any installation charges are paid in full. You agree to execute and deliver all documents reasonably requested by Imagine Technologies to protect and maintain hnagine Technologies' security interests. You appoint Imagine Technologies as your agent to sign and file a financing statement to perfect Imagine Technologies' security interest. 10. SOFTWARE LICENSE Client shall receive the right to use software provided under this Agreement pursuant to the Manufacturer's Software License Agreement in Schedule D or to any shrink - wrapped licenses. 11. EXCLUSIVE REMEDIES AND LIMITATIONS OF LIABILITY A. THE ENTIRE LIABILITY OF IMAGINE TECHNOLOGIES, ITS PARENT, RELATED COMPANIES, SUBSIDIARIES, AFFILIATES AND SUBCONTRACTORS, (AND THE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUBCONTRACTORS AND SUPPLIERS OF ALL OF THEM) AND CLIENT'S EXCLUSIVE REMEDIES FOR ANY DAMAGES CAUSED BY ANY PRODUCT DEFECT OR FAILURE, OR ARISING FROM THE PERFORMANCE OR NON - PERFORMANCE OF ANY SERVICE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, SHALL BE: (1) FOR FAILURE OF PRODUCTS DURING THE WARRANTY PERIOD, THE REMEDIES STATED IN SECTION 5; (2) FOR DAMAGES TO REAL OR TANGIBLE PERSONAL PROPERTY OR FOR BODILY INJURY OR DEATH TO ANY PERSON FOR WHICH IMAGINE TECHNOLOGIES' SOLE NEGLIGENCE WAS THE PROXIMATE CAUSE, CLIENT SHALL HAVE THE RIGHT TO PROVEN DAMAGES TO PROPERTY OR PERSON; (3) FOR IMAGINE TECHNOLOGIES' FAILURE TO PERFORM ANY OTHER MATERIAL TERM OR CONDITION OF THIS AGREEMENT AND SUCH FAILURE CONTINUES FOR THIRTY (30) DAYS AFTER IMAGINE TECHNOLOGIES' RECEIPT OF WRITTEN NOTICE FROM CLIENT, CLIENT'S SOLE REMEDY SHALL BE TO CANCEL THIS AGREEMENT WITHOUT INCURRING CANCELLATION CHARGES OR CHARGES FOR PRODUCTS AND SERVICES NOT YET PROVIDED; (4) FOR CLAIMS OTHER THAN SET FORTH ABOVE, IMAGINE TECHNOLOGIES' LIABILITY SHALL BE LIMITED TO PROVEN DIRECT DAMAGES IN AN AMOUNT NOT TO EXCEED THE PURCHASE PRICE/LICENSE FEE OF THE PRODUCT OR SERVICE GIVING RISE TO THE CLAIM. B. EXCEPT TO THE EXTENT PROVIDED IN I IA, (2) ABOVE, IMAGINE TECHNOLOGIES SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO: LOST PROFITS, SAVINGS OR REVENUES OF ANY KIND, LOST, CORRUPTED, MISDIRECTED OR MISAPPROPRIATED DATA OR MESSAGES; AND CHARGES FOR COMMON CARRIER TELECOMMUNICATION SERVICES OR FACILITIES ACCESSED THROUGH OR CONNECTED TO PRODUCTS ( "TOLL FRAUD "). IMAGINE TECHNOLOGIES SHALL NOT BE LIABLE FOR THE TYPES OF DAMAGES STATED ABOVE WHETHER OR NOT IMAGINE TECHNOLOGIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS PARAGRAPH SHALL SURVIVE THE FAILURE OF ANY EXCLUSIVE REMEDY. 12. CANCELLATION/TERMINATION A. (i) If Client cancels all or any portion of an Order for Products prior to the Delivery Date, Client shall pay Imagine Technologies a cancellation fee of twenty-five percent (25 %) of the purchase price /license fee for the canceled Products. (ii) If Client cancels all or any portion of an Order for Products that are unopened and still in their original package after the Delivery Date but prior to the In- service Date, Client shall return the canceled Products and pay a restocking fee of, the greater of, twenty five percent (25 %) of the purchase price for such Products or twenty five dollars ($25), plus all incurred shipping charges. (iii) If Client cancels all or any portion of an Order for Products after the Product container is opened or installation has begun, Client shall pay Imagine Technologies a cancellation fee equal to one hundred percent (100 %) of the 2 IMAGINETECHNOLOGIES PRODUCT & SERVICE PURCHASE AGREEMENT CONTRACT NUMBER: TOWN OF AVON TERMS AND CONDITIONS purchase price /license fee for the cancelled Products plus the cost of any service performed up to the date of cancellation, and all incurred shipping charges (however, upon making this payment, Imagine Technologies shall remove its Security Interest, Client shall have title free and clear, and the return of the Product is not required). B. Unless otherwise stated in a Scope of Work for Services, once a Service term has commenced for any initial or renewal term, Client may cancel coverage upon thirty- (30) days written notice to Imagine Technologies. If Client notifies Imagine Technologies of its intent to cancel during the first thirty (30) days of an initial tenn or renewal term, Client will only be responsible for the charges for the period of coverage up until the effective date of termination. If the Cancellation occurs after the first thirty (30) days of an initial or renewal tern, Client agrees to pay a cancellation charge equal to the monthly charges for twelve (12) months or the total remaining on the term then in place, whichever is less. Client further agrees that the cancellation charge is not a penalty, but is in lieu of the actual damages that Imagine Technologies will incur, the precise amount of which may be difficult to determine. For prepaid agreements, Imagine Technologies will refund or credit the pro rata price of the remaining term less the applicable termination charge. Imagine Technologies agrees that if its own breach of a material part of this Agreement causes the cancellation, the cancellation fee will not apply. C. If either party fails to perform any material term or condition of this Agreement and such failure continues for thirty (30) days after receipt of written notice, such failure shall constitute a breach of this Agreement and the non - breaching party may terminate this Agreement and exercise any available rights subject to the provisions and limitations set forth in Section I 1 or elsewhere in this Agreement. 13. SETTLEMENT OF DISPUTES Any controversy or claim whether based on contract, tort, strict liability, fraud, misrepresentation, or any other legal theory, related directly or indirectly to this Agreement ( "Dispute ") shall be resolved solely in accordance with the terns of this Section 13. If a Dispute arises, the parties will attempt to resolve the Dispute through good faith negotiation within forty -five (45) days of notification of the Dispute. If the Dispute cannot be settled through good faith negotiation, parties will submit the Dispute to non - binding mediation conducted by the American Arbitration Association ( "AAA ") or any other mutually acceptable alternate Dispute resolution organization. Each party shall bear its own expenses but those related to the compensation of the mediator shall be borne equally. The parties, their representatives, other participants and the mediator (and arbitrator, if any) shall hold the existence, content and result of mediation in confidence. If the Dispute is not resolved through mediation, claims may be brought in a state or federal court of competent jurisdiction. Any Dispute Client has against Imagine Technologies with respect to this Agreement must be brought within two (2) years after the discovery of damage or injury. To the extent not prohibited by law, the parties hereby knowingly, voluntarily and intentionally waive any right to trial by jury that either party may have in any action or proceeding, in law or in equity, in connection with this Agreement 14. FORCE MAJEURE Imagine Technologies shall have no liability for delays, failure in performance, or damages due to: fire, explosion, power failures, pest damage, lightning or power surges (except as provided in 5.13), strikes, or labor disputes, water, acts of God, the elements, war, civil disturbances, acts of civil or military authorities or the public enemy, manufacturer caused equipment or part Pg 3 of 3 shortages, transportation facilities, fuel or energy shortages, performance or availability of communications services or network facilities, unauthorized use of the Products, or other causes beyond Imagine Technologies' control whether or not similar to the foregoing. 15. ASSIGNMENT Neither Client nor Imagine Technologies may assign all or part of this Agreement without the express written consent of the other. This consent may not be unreasonably withheld. Imagine Technologies may, however, assign this Agreement without Client's consent to a present or future parent, related companies, subsidiary, affiliate, or successor and Imagine Technologies may also assign Imagine Technologies' right to receive payment under this Agreement. Client acknowledges that Imagine Technologies' consent to any assignment by Client does not waive assignee's obligation to pay any applicable license fees to the manufacturer for associated software. 16. SUBCONTRACTING Imagine Technologies may subcontract all or part of the Services to be performed under this Agreement, but will retain responsibility for the work to the extent of the warranties provided in Section 5. 17. NON - SOLICITATION - Neither party shall solicit for employment any personnel of the other party who has performed work for or received Services from the other party under this Agreement during or within twelve (12) months of the performance of such Services. 18. GENERAL A. Any supplement, modification or waiver of this Agreement must be in writing and signed by an authorized representative of both Client and Imagine Technologies. B. If either Client or Imagine Technologies fails to enforce any particular right or remedy available under this Agreement, that failure will not be considered to be a waiver of any other right or remedy available under this Agreement. C. This Agreement is for the sole benefit of the parties and there are no intended third party beneficiaries of this Agreement. D. If any provision of this Agreement is found to be illegal or unenforceable, that finding will not affect the validity of the remaining provisions of this Agreement, and a valid provision that most closely approximates the economic effect and intent of the illegal or unenforceable provision will be substituted for it. E. All notices and other communications pertaining to this Agreement must be in writing, and will be considered to have been given on the date of receipt if personally delivered, or on the fifth business day after mailing if sent by certified mail, return receipt requested, postage prepaid at the addresses identified on the Schedule A. F. The substantive and procedural laws of the State of Colorado, without regard to any otherwise applicable choice or conflict of laws provisions, will govern this Agreement. G. THIS AGREEMENT, INCLUDING ALL SUPPLEMENTS EXECUTED BY THE PARTIES AND ATTACHED HERETO OR REFERENCING THIS AGREEMENT, IS THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE PRODUCTS AND SERVICES PROVIDED HEREUNDER AND SUPERSEDES ALL PRIOR AGREEMENTS, PROPOSALS, COMMUNICATIONS BETWEEN THE PARTIES AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL. Each of the parties has caused this Agreement to be executed as of the date written below its signature TOWN OF AVON IMAGINE TECHNOLOGIES ENTITY: _IMAGINE TECHNOLOGIES, INC. (L al Yntity Name) (Legal Entity Name) (Authorized Signature) AV"' ped .� 1 0� tl (Date) <o �QO ` - fit Names MIKE MALONE (Typed or Printed Name) CONTROLLER (Title) (Date) 3 ADDENDUM NO. 1: IMAGINE TECHNOLOGIES, INC. PRODUCT & SERVICE PURCHASE AGREEMENT: CLIENT OF AVON In the event the terms and conditions of this Addendum No. 1 conflict in whole or in part with the terms and conditions of the Product & Service Purchase Agreement, Contract Number: Client of Avon agreement ( "Agreement "), the terms and conditions of this Addendum No. 1 shall control. A.1. Amendment to Agreement Paragraph 1.113. of the Agreement is amended to add the following sentence, "Imagine Technologies shall provide written notice of any price increase to Maintenance Services at least thirty (30) days in advance of the effective date of such Maintenance Service price increase." A.2. Amendment to Agreement Paragraph 12.113. of the Agreement is amended by deleting the language in its entirety and inserting the following language: "Client may cancel and terminate this Agreement by providing thirty (30) days written notice to Imagine Technologies. The effective date of cancellation and termination shall be thirty (30) days after the date of receipt of written notice. Client shall only be responsible for charges for the period of coverage and Maintenance Service up to the effective date of termination." A.3. Amendment to Agreemen Paragraph 13. of the Agreement is amended by deleting the language in its entirety. Paragraph A.13 below shall govern disputes. A.4. No Waiver of Governmental Immunity Nothing in this Agreement shall be construed to waive, limit, or otherwise modify any governmental immunity that may be available by law to the Client, its officials, employees, Imagine Technologies, or agents, or any other person acting on behalf of the Client and, in particular, governmental immunity afforded or available pursuant to the Colorado Governmental Immunity Act, Title 24, Article 10, Part 1 of the Colorado Revised Statutes. A.5. Affirmative Action Imagine Technologies will not discriminate against any employee or applicant for employment because of race, color, religion, sex or national origin. Imagine Technologies will take affirmative action to ensure applicants are employed, and employees are treated during employment without regard to their race, color, religion, sex or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. A.6. Article X, Section 20/TABOR The Parties understand and acknowledge that the Client is subject to Article X, § 20 of the Colorado Constitution ( "TABOR "). The Parties do not intend to violate the terms and requirements of TABOR by the execution of this Agreement. It is understood and agreed that this Agreement does not create a multi - fiscal year direct or indirect debt or obligation within the meaning of TABOR and, therefore, notwithstanding anything in this Agreement to the contrary, all payment obligations of the Client are expressly dependent and conditioned upon the continuing availability of funds beyond the term of the Client's current fiscal period ending upon the next succeeding December 31. Financial obligations of the Client payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available in accordance with the rules, regulations, and resolutions of Town of Avon, and Addendum No. 1: IMAGINE TECHNOLOGIES, INC. PRODUCT & SERVICE PURCHASE AGREEMENT: CLIENT OF AVON Page 1 of 3 other applicable law. Upon the failure to appropriate such funds, this Agreement shall be terminated. A.7. Employment of or Contracts with Illegal Aliens Imagine Technologies shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. Imagine Technologies shall not contract with a sub - contractor that fails to certify that the sub - contrator does not knowingly employ or contract with any illegal aliens. By entering into this Agreement, Imagine Technologies certifies as of the date of this Agreement it does not knowingly employ or contract with an illegal alien who will perform work under the public contract for services and that the Imagine Technologies will participate in the e- verify program or department program in order to confirm the employment eligibility of all employees who are newly hired for employment to perform work under the public contract for services. The Imagine Technologies is prohibited from using either the e- verify program or the department program procedures to undertake pre - employment screening of job applicants while this Agreement is being performed. If the Imagine Technologies obtains actual knowledge that a sub - contractor performing work under this Agreement knowingly employs or contracts with an illegal alien, the Imagine Technologies shall be required to notify the sub - contractor Technologies and the Client within three (3) days that the Imagine Technologies has actual knowledge that a sub - contractor is employing or contracting with an illegal alien. The Imagine Technologies shall terminate the subcontract if the sub - contractor does not stop employing or contracting with the illegal alien within three (3) days of receiving the notice regarding Imagine Technologies' actual knowledge. The Imagine Technologies shall not terminate the subcontract if, during such three days, the sub - contractor provides information to establish that the sub - contractor has not knowingly employed or contracted with an illegal alien. The Imagine Technologies is required to comply with any reasonable request made by the Department of Labor and Employment made in the course of an investigation undertaken to determine compliance with this provision and applicable state law. If the Imagine Technologies violates this provision, the Client may terminate this Agreement, and the Imagine Technologies may be liable for actual and /or consequential damages incurred by the Client, notwithstanding any limitation on such damages provided by such Agreement. A.8. Ownership of Documents Any work product, materials, and documents produced by the Imagine Technologies pursuant to this Agreement shall become property of the Client of Avon upon delivery and shall not be made subject to any copyright unless authorized by the Client. Other materials, methodology and proprietary work used or provided by the Imagine Technologies to the Client not specifically created and delivered pursuant to the Services outlined in this Agreement may be protected by a copyright held by the Imagine Technologies and the Imagine Technologies reserves all rights granted to it by any copyright. The Client shall not reproduce, sell, or otherwise make copies of any copyrighted material, subject to the following exceptions: (1) for exclusive use internally by Client staff and /or employees; or (2) pursuant to a request under the Colorado Open Records Act, § 24 -72 -203, C.R.S., to the extent that such statute applies; or (3) pursuant to law, regulation, or court order. The Imagine Technologies waives any right to prevent its name from being used in connection with the Services. A.9. No Waiver of Rights A waiver by any Party to this Agreement of the breach of any term or provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by either Party. The Client's approval or acceptance of, or payment for, services shall not be construed to operate as a waiver of any rights or benefits to be provided under this Agreement. No covenant or term of this Agreement shall be deemed Addendum No. 1: IMAGINE TECHNOLOGIES, INC. PRODUCT & SERVICE PURCHASE AGREEMENT: CLIENT OF AVON Page 2 of 3 to be waived by the Client except in writing signed by the Town Council or by a person expressly authorized to sign such waiver by resolution of the Town Council of the Client of Avon, and any written waiver of a right shall not be construed to be a waiver of any other right or to be a continuing waiver unless specifically stated. A.10. 13inding Effect The Parties agree that this Agreement, by its terms, shall be binding upon the successors, heirs, legal representatives, and assigns. A.11. 1-imitation of Damages The Parties agree that Imagine Technologies' remedies for any claims asserted against the Client shall be limited to proven direct damages in an amount to exceed amounts due under the Agreement and that Client shall not be liable for indirect, incidental, special or consequential damages, including but not limited to lost profits A.12. Third Party Beneficiaries Nothing contained in this Agreement is intended to or shall create a contractual relationship with, cause of action in favor of, or claim for relief for, any third party, including any agent, sub - consultant or sub - contractor of Imagine Technologies. Absolutely no third party beneficiaries are intended by this Agreement. Any third -party receiving a benefit from this Agreement is an incidental and unintended beneficiary only. A.13. Governing Law, Venue, and Enforcement This Agreement shall be governed by and interpreted according to the law of the State of Colorado. Venue for any action arising under this Agreement shall be in the appropriate court for Eagle County, Colorado. To reduce the cost of dispute resolution and to expedite the resolution of disputes under this Agreement, the Parties hereby waive any and all right either may have to request a jury trial in any civil action relating primarily to the enforcement of this Agreement. The Parties agree that the rule that ambiguities in a contract are to be construed against the drafting party shall not apply to the interpretation of this Agreement. Each party shall be responsible for its own attorney fees. A.14. Survival of Terms and Conditions The Parties understand and agree that all terms and conditions of the Agreement that require continued performance, compliance, or effect beyond the termination date of the Agreement shall survive such termination date and shall be enforceable in the event of a failure to perform or comply. A.15. Assignment and Release All or part of the rights, duties, obligations, responsibilities, or benefits set forth in this Agreement shall not be assigned by Imagine Technologies without the express written consent of the Town Council for the Town of Avon. Any written assignment shall expressly refer to this Agreement, specify the particular rights, duties, obligations, responsibilities, or benefits so assigned, and shall not be effective unless approved by resolution or motion of the Town Council for the Town of Avon. No assignment shall release the Applicant from performance of any duty, obligation, or responsibility unless such release is clearly expressed in such written document of assignment. A.16. Severability : Invalidation of any of the provisions of this Agreement or any paragraph sentence, clause, phrase, or word herein or the application thereof in any given circumstance shall not affect the validity of any other provision of this Agreement. Addendum No. 1: IMAGINE TECHNOLOGIES, INC. PRODUCT & SERVICE PURCHASE AGREEMENT: CLIENT OF AVON Page 3 of 3 IMAG' SCHEDULE A -ORDER SUMMARY Client Legal Name: Client Contact: Tel. No.: Town of Avon Cindy Kershaw 970- 748 -4034 Imagine Address: City: State, Zip Code PO BOX 4993 ENGLEWOOD CO 80155 Client Address Street: City State, Zip Code: Installation /Delivery Address (if different) Street: City State, Zip Code: EMAIL: PO Box 975 Avon, CO 81620 One Lake St. Avon, CO 81620 i ckershaw@avon.org Imagine Contact Name: Bob Kadera Tel #: 303 - 350 -2409 Fax #: 720 - 200 -6701 Mon ffl- Method of Payment: LEASE ❑ CASH o CREDIT CARD ❑ Check No: Credit Card No.: Exp. Date: Contract No. BK083010 10rder No. Client's order for Products is summarized as follows below: Product Description Order Code Quantity Unit Purchase Price /License Fee Total Purchase Price /License Fee Installation Charges arranty Term (Months) AVAYA IPO IP500 V2 CONTROL UNIT LUC- 700476005 3 $ 1,345.00 $ 4,035.00 12 AVAYA IPO IP500 V2 SYSTEM SD CARD MU -LAW LUC - 700479710 3 $ 50.00 $ 150.00 12 AVAYA IPO DVD R6 USER /ADMIN SET LUC- 700480569 1 $ 19.00 $ 19.00 12 AVAYA IPO 500 EXTENSION CARD PHONE 2 LUC- 700431778 1 $ 250.00 $ 250.00 12 AVAYA IPO 500 EXTENSION CARD PHONE 8 LUC- 700417231 5 Is 990.00 $ 4,950.00 12 AVAYA IPO 500 MC VCM 32 LUC - 700417389 3 Is 900.00 $ 2,700.00 12 AVAYA IPO 500 TRNK PRI UNI SINGLE LUC - 700417439 1 $ 950.00 $ 950.00 12 AVAYA IPO LIC IP500 T1 CHANNELS ADD 8 RFA LUC- 215181 2 $ 730.00 $ 1,460.00 12 AVAYA IPO 500 EXP MOD PHONE 16 LUC- 700449507 1 $ 2,651.00 $ 2,651.00 12 AVAYA IP OFFICE Power Lead Earthed US LUC- 700289770 4 $ 15.00 $ 60.00 12 AVAYA IPO 500 RACK MOUNTING KIT LUC- 700429202 4 $ 60.00 $ 240.00 12 AVAYA IPO LIC PREFERRED VM PRO 4 LUC - 171991 1 $ 2,395.00 $ 2,395.00 12 AVAYA IP400 VoiceMail Pro RFA 2 LUC- 174459 1 $ 1,795.00 $ 1,795.00 12 AVAYA IP400 VoiceMail Pro RFA 4 LUC - 174460 1 $ 2,875.00 $ 2,875.00 12 AVAYA IPO LIC VMPRO UMS 20 USER RFA LUC- 217883 2 $ 903.96 $ 1,807.92 12 AVAYA IPO LIC R6 AV IP ENDPOINT 20 RFA LUC- 229447 2 $ 1,245.00 $ 2,490.00 12 AVAYA IPO LIC R6 AV IP ENDPOINT 1 RFA LUC- 229444 6 $ 75.00 $ 450.00 12 AVAYA IPO LIC R6 AV IP ENDPOINT 5 RFA LUC - 229445 4 $ 350.00 $ 1,400.00 12 AVAYA IPO Mutli -Site Option 4 CHANNELS RFA LUC- 205650 12 $ 695.00 $ 8,340.00 12 IPO LIC RECEPTIONIST RFA 1 LIC:DS LUC- 171987 4 $ 599.00 $ 2,396.00 12 AVAYA PWR USER 20 RFA, (UMS Twinning Soft hone LUC- 229428 3 $ 2,704.00 $ 8,112.00 12 AVAYA IP PHONE 963OG GRAY LUC - 700405673 88 $ 595.00 $ 52,360.00 12 AVAYA IP PHONE 9640 GRAY LUC- 700383920 27 $ 640.00 $ 17,280.00 12 AVAYA 9600 SBM24 BUTTON MODULE GRAY LUC- 700462518 3 $ 215.00 $ 645.00 12 AVAYA 1151 D1 IP PHONE POWER W /CAT 5 LUC - 700434897 3 $ 26.00 $ 78.00 12 AVAYA 1151 D1 PWR CORD LUC- 405362641 3 $ 9.00 $ 27.00 12 AVAYA IPO 500 4 PORT ANALOG TRUNK LUC- 700417405 2 $ 400.00 $ 800.00 12 Subtotal $ 120,715.92 SubTotal This a e p g Sub Total Other Pages g lEstimated $120,715.92 $0.00 $33,398.50 $17,560.00 Subtotal Other Pages $ 50,958.50 Discount ($67,177.00) Shipping Charges, None $ Delivery Date: I TBD Tax, None $ Estimated in-Service Date: I TBD TOTAL $ 104,497.42 Remarks: Payment terms are 50% Advance Payment at Contract Signing Advance Payment $ ': 52,248.71. Balance due upon receipt of final invoice Balance Due $ 52,248.71 CLIENT'S SIGNATURE BELOW ACKNOWLEDGES THAT CLIENT HAS READ AND ACCEPTED THE TERMS AND CONDITIONS OF THE ABOVE REFERENCED CONTRACT, THE CLIENT AUTHORIZES IMAGINE TECHNOLOGIES TO OBTAIN CREDIT INFORMATION PRIOR TO ACCEPTING THIS ORDER CLIENT: Imagine ENTITY: ( Legal Entity Name (Legal Entity Name Authorized Signature) Authorized Si nature Printed Name, Title Printed Name, Title (Date) (Date) iMAGINE?� E SCHEDULE A -ORDER SUMMARY Client Legal Name: Town of Avon Client Contact: Cindy Kershaw Tel. No.: 970- 748 -4034 Imagine Address PO BOX 4993 City ENGLEWOOD State, Zip Code CO 80155 Client Address: Street: PO Box 975 City State, Zip Code: Avon, CO 81620 Installation /Delivery Address (if different) Street: One Lake St. City: Avon, CO 81620 EMAIL: ckershaw @avon.org Imagine Contact Name: Bob Kadera Tel #: 303 - 350 -2409 Fax #: 720 - 200 -6701 =' Method of Payment LEASE o CASHD CREDIT CARD Check No: Credit Card No.: Exp. Date: Contract No. BK083010 Order No. Client's order for Products is summarized as follows: Product Description Order Code Quantity Price /License Fee Fee Charges y Term(MO) Ava a 3645 Wireless Phone, with headset LUC- 700430416 4 $ 675.00 $ 2,700.00 12 Ava a 3645 Battery, with Charger LUC - 700430457 4 $ 55.00 $ 220,00 12 Ava a 3645 Charger Power Supply LUC- 700245392 q $ 5.00 $ 20.00 12 Ava a Voice Priority Server LUC- 700413164 1 $ 499.00 $ 499.00 12 Ava a AVPP Power Supply LUC - 700480965 1 $ 69.50 $ 69.50 12 Fax Server for UM, 4 ports MLT -FF420 1 $ 3,100.00 $ 3,100.00 12 E911 Locator, Tone Commander, PRI Interface RST- RS6750 1 $ 10,000.00 $ 10,000.00 12 HP Server with OS, Keyboard, Mouse 1 $ 4,500.00 $ 4,500.00 12 HP Next Business Day On Site service 1 $ 300.00 $ 300.00 12 Routers for QoS, Adtran Model 3430, T -1 Module 1 2 $ 2,200.00 $ 4,400.00 12 Price above includes software upgrade to R7 when available Aruba 650 Controller, 16 AP Maximum 650 -US 1 $ 2,345.00 $ 2,345.00 1 Aruba Policy Enforcement Module, 128 Users LIC -PEF -127 1 $ 1,050.00 $ 1,050.00 1 Aruba Wireless Intrusion Protection Mod 4 AP LIC -WIP -4 1 $ 240.00 $ 240.00 1 AC Power Cord PC -AC -NA 1 $ $ 12 4 AP Access Point License LIC -4 -AP 1 $ 300.00 $ 300.00 1 Aruba Model 125 Access Point AP -125 3 $ 995.00 $ 2,985.00 1 Next Day Support for above Aruba, Year 1 1 $ 670.00 $ 670.00 Year 1 Professional Services Per SoW dated August 30, 2010, except for QoS work 1 $ 14,310.00 QoS work per SoW dated August 30, 2010 1 $ 3,250.00 Imagine Technologies will provide a free Software upgrade for each major software release of I Office providing that Town of Avon has an Imagine Technologies post warran maintenance agreement in place. The software will be provided at no charge for the first $250.00 at the Ava a National Price List. This does not include installation of the software. This is a software up rade for each I Offices stem. 1 V 1 AL-0 I Mo rrwc I 33 17,56U.001 TOA Initials End User Customer Legal Name: Town of Avon DBA Name: Project Contact: Cindy Kershaw Phone #: 970-748-4034 Email: ckershaw@avon.org Shipping address: TBD, Ship phones to customer at 1 Lake St., Avon, CO 81620. Aruba & Avaya Control Unit to Imagine office for Programming and Burn In City: Avon State: CO ZIP Code: 81620 ----------- Billing Address: PO Box 975 Fax Number: City: Avon State: CO ZIP Code: 81620 r E�illing Contact Name: Scott Wright Billing phone number: 970-748-4055 Billing contact email: swright@avon.org Data Network Contact Name: Cindy i Phone: same Email: same Kershaw Imagine AE: Bob Kadera I Today's Date: August 30, 2010 Target Install Date: October, 2010 GENERAL PROJECT INFORMATION High Level description of solution requirements: Currently the Town of Avon, TOA, is using a Tadiran phone system. The primary location, Town Hall has a local PRI T-1 from Qwest and Unified Messaging for Voice mails and faxes to appear in their Outlook client. TOA has a second location called the Recreation Center and a third location called Public Works. Smaller single user locations are the Parks Garage, Cabin, and Pump House. The Tadiran solution is a TDM solution that is almost 12 years old. Due to the age of the system, spare parts and support are becoming more difficult to obtain. E911 is not supported on the Tadiran solution. The TOA will replace the Tadiran with an Avaya IP Office communications solution. This Communications Solution will include Voice Over IP (VoIP) telephones, Call Recording, Meet- Me-Conferenci ng, Unified Messaging for voice mails and faxes to appear in the Outlook client, Failover to the Recreation Center or Pubic Works, Mobile Twinning, Softphones, an Aruba wireless solution, Wireless phones, Receptionist Softconsoles,and E911. Imagine Technologies will provide a Communications Solution which includes hardware, software and Professional Services to implement the items in the Schedule Order Sumary(s) and as outlined in the SoW as well as the information gathered for TOA during this process. Detailed Description Imagine Technologies will assign a Project Manager, PM, for this work. The PM will be the main point of contact. Imagine will conduct a Kick Off call with TOA. The Kick Off call will introduce the Imagine team and the TOA team. We will review the SoW, Schedule A's, site visit dates, potential cut over dates and other pertinent information. The Imagine PM will conduct at least one and not more than two site visits to review the environmental conditions, review how the system will be programmed, installed, end user requirements, training, and other information so we have a successful project. DHCP Scope and requirements will be discussed at this time. A PRI T -1 is in place for Town Hall. The signaling on this shall be NI -2. Existing analog trunks, up to a maximum of four (4) shall be run through the systems at the Recreation Center and Public Works. A cut sheet will be sent to TOA prior to the PM site visit so that during the site visit, details on how each user will be set up and programmed can be reviewed. Overall system programming related to but not limited to Automated Attendant programming, Department programming, User programming, Aruba wireless solution, paging, and overall system functionality will be discussed and documented for implementation. The cut sheets will form a basis for the communications solution system programming. Applications such as Unified Messaging, Mobile Twinning, Softphones, Overhead paging, Call Recording, wireless phones, the Aruba wireless solution and training will be reviewed and documented during the PM site visit(s). From this visit Imagine will document how the solution will be designed and implemented. This SoW assumes that all wire is in place and working for the type of device required. IP phones require CATS wire or better connected to a POE data switch. Analog stations require CAT3 wire or better connected to the Avaya IP Office. The Aruba AP's require CATS wire or better connected to the POE data switch. Imagine Technologies will implement Quality of Service, QoS, on the TOA data switches and routers. This will include implementing QoS on the Imagine Technologies provided Adtran Routers. This QoS work assumes that all the POE data switches are in place and functioning prior to this QoS work beginning. The QoS work will include a conference call to gather requirements and acquire or develop documentation that is needed for the QoS work. Imagine will Design a comprehensive QoS strategy that provides preferential treatment of VoIP and video traffic at both Layer 2 and 3 throughout the entire LAN and WAN networks. It will work in conjunction with the phone engineers to merge the QoS designs. For the actual QoS Implementation we will work Onsite to setup and configurations of QoS for approximately 10 Cisco switches located throughout the town. We will perform testing to show that the QoS strategy is operational. Testing will be accomplished by the collection of traffic statistics on the LAN and WAN pertaining to packet classification and traffic statistics for VoIP traffic. A Transfer of knowledge to TOA IT engineers will occur. Finally we will provide the necessary documentation to support TOA engineers in maintaining and troubleshooting this implementation. After the QoS has been completed per above, Imagine will perform a Network Assessment as a further check to insure that QoS has been properly implemented in your network. The Network Assessment will consist of simulated voice traffic at the call volume and Codec's agreed upon to simulate voice traffic across your network. A report will be provided showing MOS scores and detailed performance. Once Imagine and TOA are in agreement that the network is ready for VoIP traffic we will install the communications solution. The IP Office and Aruba system will be programmed and burned in, in our Denver office. It will then be taken to TOA for installation. The equipment will be installed and tested as much as possible prior to cut over. Training for end users will occur prior to the cut over date. A training area will be designated and set up for 10 — 15 people. Classes will be conducted so that each employee has the opportunity to be trained. It is the TOA responsibility for employees to attend one of the training classes. Employees will be trained on how to use their phones, voice mail and the applications such as Softphone or Mobile Twinning deployed to them. The employees using Soft Console and the wireless phones will have their own training class. Administrator training will occur at the times and dates determined with TOA. This can also include a Train the trainer approach to further enhance TOA use of the system. Any train the trainer will be in addition to the end user trainng described above. E911 will be implemented via TEO Tone Commander 9145 with a PRI Interface. Six (6) phone numners /DID numbers will be registered by TOA with the PSAP to show the address of each location. The implementation will include notification to TOA employees of a 911 call. The details on who is notified who will be determined with the Imagine PM. The Avaya IP Office Solution will be cut over after hours during a weekday on a date and time agreed to by TOA & Imagine. We will cut over all three locations in the same evening. This will require an out of service condition for a period of time. Once the system is cut over it will be tested. A more detailed cut over plan can be provided after the PM site visit. Imagine will program and install an Aruba Wireless solution for the Town Hall. This will include three (3) Access Points, AP's. The AP's will require CATS wire or better connected to a POE data switch. The wireless solution will be used for the wireless phones, for Internal secure wireless access and for Guest access. Separate SSID's will be implemented for the corresponding access. The Imagine PM will review this solution with TOA so that it is programmed and implemented as required by TOA. Imagine will have a Help Desk for the day after the system cut over. Imagine will visit employee to make sure the phone is functioning as required and the employees are familiar with how to use the solution. Further training and system programming will be performed as needed. The Help Desk usually occurs for one day after cut over. When TOA and Imagine agree that the system is functioning properly and the employees have been trained we will end the Help Desk. A Job Completion from will be signed by TOA to document the system is working and operational. This usually occurs when the Help Desk is ended. If there are any punch list items to complete these are documented on the Job Completion form. Once1he Job Completion form is signed this will be begin a 30 day period where Imagine will make minor programming changes at no charge. Once this 30 day period is over, minor programming changes will be billable. Major programming changes are billable. STATEMENT OF WORK IMAGINE TECHNOLOGIES WILL PERFORM THE FOLLOWING SERVICES AND ACTIVITIES DESCRIBED BELOW WHILE INSTALLING THE HARDWARE AND SOFTWARE OUTLINED IN THE SCHEDULE A CONTRACT DOCUMENT. THESE SERVICES, ACTIVITIES AND RESPONSIBILITIES CHARACTERIZE THE FULL SET OF INSTALLATION DELIVERABLES FOR THIS PROJECT AND THUS CONSTITUTES THE WORKING AGREEMENT BETWEEN IMAGINE TECHNOLOGIES AND TOWN OF AVON. Assumptions: The following assumptions have been made about the client environment and the delivery of this solution: 1) Resources from other Imagine Technologies offices and /or subcontractors will be utilized, as needed, to provide a full scope of technical expertise. 2) Imagine Technologies, Inc. is not responsible for the performance or quality of third party vendors. 3) Resources and staffing from client and Imagine Technologies, Inc. must be committed for the duration of the project. 4) Specific equipment and software purchased will be listed in the Schedule A. 5) Dates and resources are not committed until the project kickoff meeting with the Project Manager. 6) Requests for support or services beyond this Scope of Work require written approval by client and acceptance by the Imagine Technologies, Inc. Project Manager. 7) If existing paging equipment is to be reused with new system, best efforts will be made for integration of existing paging into system. No guarantees are made regarding quality of sound or the ability to integrate, due to the variety of equipment and potential age of hardware found in many client locations. 8) Engineering changes made by the client after project initiation may affect the agreed upon project schedule and will require project review to determine impact and schedule requirements. Additional charges may apply. 9) Delays to the project due to customer's environment not ready, delay in circuit delivery or cable plant installation could impact both the project timeline and cost, depending on the availability of resources. 10) Imagine Technologies is not responsible for any loss of customer's data or network system security. 11) Imagine Technologies is not responsible for the performance or quality of any IP Phone connected to the IP Office System that will be utilizing the Internet, VPN, or other remote connectivity. Imagine Technologies will install and test IP Phones on the Local Area Network at the time of system installation. This scope of work does not include the installation of remote devices. Client Responsibilities: 1) Provide the proper site environment as defined in the equipment room requirements document. 2) Ensure that the work site and environment are safe and in compliance with all applicable local, state and federal laws. 3) Provide Imagine Technologies with reasonable access to and from all areas and systems affected by the performance of tasks defined in this scope of work. 4) Ensure that a suitable workspace and phone access is available to Imagine Technologies during the project installation. 5) Provide the appropriate remote access to all servers during the installation and after cutover for maintenance support. For Imagine warranty /maintenance customers, this is normally accomplished through the business internet connection and remote access software. For Avaya maintenance accounts, a dedicated modem line or VPN account on the customer provided VPN will be required. 6) Provide any /all customer provided equipment, servers, software and hardware within Avaya specification and within the appropriate project timeline. 7) Ensure that all network that Imagine Technologies, Inc. is not installing, i.e., data switches, routers, VPN concentrators, CSU /DSU, network circuits is in place and tested prior to network readiness assessment testing and commencement of installation activities. 8) Provide the necessary static IP addresses and Ethernet ports for any server connections to the customer local area network. 9) In some cases, it will be necessary for the client to support DHCP/TFTP services from the client's existing network resources. 10) Ensure that circuits have been extended into the proper place in the server /equipment room. 11) Assign a Client Project Manager who will be responsible for coordination with Client employees regarding the setup of user training classes, determining design of system and overall management of the client environment necessary for a successful implementation. 12) Provide training area for telephone set /voice mail user training and a location for administration training. 13) In the case of customer provided cabling make sure all cabling is in place prior to the Imagine's team arriving on onsite and provide cable records indicating the cable number, jack number and extension number associated with each location. Any additional wiring required beyond the work described in this scope of work will be billable. 14) Provide a marked floor plan with the location of each extension to be installed. Imagine Responsibilities: 1) Assign a Project Manager with overall responsibility to work with client designated project manager to plan, coordinate, and pursue a coordinated implementation effort in support of the technology deployment Described by this Statement of Work. 2) A site survey will be performed to insure site readiness. 3) Imagine resources will work with the client to design all applications and services described within this scope. This design will be documented for customer sign -off prior to configuration of equipment. 4) Imagine resources will stage, configure and test this equipment in our staging facility prior to shipment to customer location. 5) Imagine Technologies will install and connect all equipment listed on the associated Schedule A. 6) Imagine Technologies will install and test all public network facilities (T -1, analog lines) as described within this scope and work with the client's network provider for the successful delivery of these facilities. 7) Imagine Technologies will place, label and test all handsets as outlined below based on customer provided floor plans. 8) Imagine Technologies will document the configuration of the equipment, as listed in the schedule A and review all documentation with the client. 9) Imagine resources will be available for first day of service after cutover for a period of 4 hours onsite. 10) Imagine Technologies will provide end user and administration training as documented below. 11) Imagine Technologies will provide free minor remote changes to the system for a period of 30 days after system cutover. Project Type (new, upgrade, addition, or System Type: Avaya IP Office V2 R6.x PSTN type: PRI T -1 move): New Number of digital endpoints: None Number of Analog stations: See New or Existing Wire (who is providing if above SoW new and include extension of dimarc): Exist Describe any phasing requirements (applications to be installed later, multi -site installation with some sites later, etc.): There are 3 locations as part of the Small Community Network, SCN. This is currently envisioned as cutting all locations the same evening during the week as per the above SoW. IP PH ONES A ND D NETW IN Number of IP Phones on same LAN as Number of IP Softphones on same LAN Number of IP Endpoints (phones) for syst em 108 as system: 60 remote users: None Number of IP Softphones for remote users: ( How many IP phones will Imagine install How many IP Softphones will Imagine None _ as part of this pr All install as part of this project: TBD I Customer provided Softphone workstation Who is responsible for configuring QoS How will the customer power their IP requirements: No on customer LAN /WAN? Imagine per phones: All PoE switches �SoW above _ 4 Is F the client aware of the network What is the WAN type for remote Number of VPN phones to be installed: I assessment requirements: No j locations ( Frame Relay, PTP, MPLS, None VPN over the internet): PTP and fibe Customer existing data switch type and Customer Router type, software version Who is responsible for programming software version: Separate document and amount of memory: New the VPN: TOA APPLICATIONS i Voice Mail Type: VM Pro, Preferred Edition Software I Who is providing Server: Imagine Server requirements given to client: No I Number of Auto Attendants: TBD UMS: Yes, see above How many workstations will Imagine I If existing wire, will equipment be greater The system will need connectivity to the implement as part of the project: TBD Recording on Voice Mail: TOA Will this be a centralized voice mail for Conference bridge setup with PINS TBD — _ _ other locations: Yes (how many will Imagine implement): Site survey performed by Imagine Services: Type of wire (CAT3, CAT5/5e, CAT6): TBD 10 - 20 j v ___ � Phone Manager Lite or Pro: N/A How many workstations will Imagine Soft console licenses to be installed: 4� install the software on: N/A (environmental specification Fax Server Type & Number of Ports: 4 ports Integration Type: Analog stations Separate DID for Fax: Yes ADDITIONAL EQUIPMENT INTEGRATION Spectralink handsets: Wireless handsets 1 Wireless (802.11): Yes, New Aruba from Imagine Paging (new or existing — give amp type): Reuse existing. pI j _M TBD connects via an alog t runk ports Nu mber of external paging zones_ 1 per Amp — i— IOther: --- - - - - -- — I _� End User Training (number of users and any special Administration training (number of users and any special requirements — standard offer is 1 class for every 15 users requirements — standard offer is 1 administrator 3 hours): during normal business hours held consecutively): Yes, will Imagine to perform 8 hours of Administrator training during need to determine and set up a training room, cases, times installation process for 2 — 4 Administrators. Imagine to perform etc. to train all 100+ employees. Will need Softconsole, UMS, " a Web Ex type follow -up training 1 — 2 months after installation Twinning and Softphone instruction. when requested by TOA. Other Services: I How will equipment be mounted? If rack, Who is providing patch panels and patch Vertical or Horizontal wire mgmt whl o is providing? Rack, TOA Provided cables and how many: TOA required: TBD I If existing wire, will equipment be greater The system will need connectivity to the Does wiring exist to connect the than 10 cable feet from the current system? customer's LAN — where is data telephone equipment to the data TBD — _ _ equipment? Same room as IP Office network? TBD Site survey performed by Imagine Services: Type of wire (CAT3, CAT5/5e, CAT6): Is the customer aware of power We will need to do this as part of the SoW CAT5 for VoIP. CAT3 for analog stations. and grounding requirements (environmental specification handout provided): No Any IDF closets: Yes Customer wiring contractor name: TOA Customer contractor phone number: Cindy is contact Imagine warranty or maintenance Please Avaya maintenance CLIENT MUST SUPPLY either VPN access or dedicated dial -up provide type of remote access provided to number — which will the customer be providing: Imagine PWM equipment for help desk support: Internet Carrier Name: Qwest today New Carrier Services: Possibly, still evaluating options as of SoW date Carrier Contact: Carrier Phone #: Email: Date of Delivery: i Type of Service: Dimarc extended by SP or Imagine: Site Name #2:Recreation Center Site Address: 90 Lake St. City: Avon Sta te: CO —_ ZiCode: 81620 Site contact: Same j Site contact phone: Same Email: Same I Equipment Type: System Type: IP Office PSTN Type: Analog trunks, T -1 from WAN connection type (if SCN):Fiber via Town Hall LAN # of Digital endpoints: None # of IP endpoints: 24, in count above Number of analog devices: 5 jWire new or existing: Existing - -— Applications at this remote site: Same as Town Hall Site Name — - — I V X Public W Site Address: 500 Swift Gulch Rd i City: Avon State: CO Zip Code: 81620 Site contact: Same Site contact phone: same Email: same Equipment Type: System Type: IP Office PSTN Type: Analog trunks, T1- from WAN connection type (if SCN): PTP & Town Hall Routers # of Digital endpoints: None # of IP endpoints: 22 N of analog devices: 12 j Wire new or existing: Existing Applications at this remote site: Same as Town Hall — ADDITIONAL NOTES I 1 —— - -- - - - -- -- - — -- --I I I_ j j IMAGINE TECHNOLOGIES, INC. APPRECIATES YOUR BUSINESS AND WE LOOK FORWARD TO PARTNERING WITH YOU ON THE SUCCESSFUL IMPLEMENTATION OF YOUR NEW COMMUNICATIONS SOLUTION. SIGNATURE BELOW CONSTITUTES AGREEMENT THAT THE ABOVE SERVICES AND ACTIVITIES FULLY DESCRIBE THE PROJECT DELIVERABLES AND WORKING AGREEMENT BETWEEN TOWN OF AVON AND IMAGINE TECHNOLOGIES. I Acknowledged by Scott Wright Acknowledged by Mike Malone i i Scott Wright Client Signature Date Imagine Technologies, Inc. Date Imagine Technologies Building Your Success Through Communications Remittance Address: P.O. Box 4993 Englewood, CO 80155 Billing Inquires: 720- 200 -6700 - Prompt 6 Customer Billing Address: Cindy Kershaw Town of Avon PO Box 975 Avon, CO 81620 970 - 748 -4034 �} IMAGINEIECHt33 GrIE -r Schedule B Maintenance Agreement Account Executive Bob Kadera 303 350 2409 Date 9/1/2010 Installation Address: Cindy Kershaw Town of Avon Town Hall - One Lake St. Avon, CO 81620 970- 748 -4034 UPON WARRANTY EXPIRATION JIP Office 8X5 Monday -Friday switch, servers, modules, terminals remote & onsite 1 IPO IP500 V2 CNT UNIT 48 MONTHLY $ 1 IPO IP500 V2 SYS SD CARD MUL 48 MONTHLY $ 1 IPO IP500 EXT CARD PHONE 2 48 MONTHLY $ 2 IPO IP500 EXTN CARD PHONE 8 48 MONTHLY $ 1 IPO IP500 MC VCM 32 48 MONTHLY $ - 1 IPO IP500 TRNK PRI UNVRSL SNGL 48 MONTHLY $ 1 IPO IP500 EXP MOD PHONE 16 48 MONTHLY $ 1 IPO DVD R6 USER /ADMIN SET 48 MONTHLY $ 2 IPO LIC IP500 T1 ADD 8CH 48 MONTHLY $ 1 IPO LIC PREFRD (VM PRO) RFA LICI 48 MONTHLY $ 1 IPO LIC VM PRO RFA 2 LIC:CU 48 MONTHLY $ 1 IPO LIC VM PRO RFA 4 LIC:CU 48 MONTHLY $ 2 IPO LIC VMPRO UMS 20 USER 48 MONTHLY $ 2 IPO LIC R6 AV IP ENDPOINT 20 48 MONTHLY $ 6 IPO LIC IP500 VCE NTWKG ADD 4 LI 48 MONTHLY $ 4 IPO LIC RECEPTIONIST RFA 1 LIC:C 48 MONTHLY $ 3 IPO LIC R6 PWR USER 20 48 MONTHLY $ 4 AWTS 3645 WRLS PHONE 48 MONTHLY $ 1 AWTS NETLINKAVPP 10 RHS 48 MONTHLY $ 54 IP PHONE 9630G GRY 9630GD01A 48 MONTHLY $ 15 IP PHONE 9640 GRY 9640D01A 48 MONTHLY $ 3 9600 SBM24 BUTTON MOD GRY 48 MONTHLY $ 2 AVAYA IP OFFICE Power Lead 48 MONTHLY $ 2 AVAYA IPO 500 RACK MTG KIT 48 MONTHLY $ 3 AV 115101 IP PHONE POWER w /CAT 5 48 MONTHLY $ 3 AVAYA 115010 PWR CORD 48 MONTHLY $ 4 AVAYA 3641/3645 Std Battery 48 MONTHLY $ 4 AVAYA 3641/3645 Charger Power Sply 48 MONTHLY $ 1 AVAYA AVPP POWER SPLY N.A. 48 MONTHLY $ - 1 MULTITECH FAX SERVER 48 MONTHLY $ Customer signature below indicates customer has read and agrees to the Terms MONTHLY PRICE 295.00 and Conditions of the applicable agreement. IMAGINE TECHNOLOGIES HELP DESK -- 888 - 955 -4455 or support @imaginetechinc.com Customer Signature Imagine Technologies, Inc. PrintAuthorized Name: Printed Accepted Name: Authorized Signature: Date: Accepted Signature: D ate: Imagine Technologies Building Your Success Through Communications Remittance Address: P.O. Box 4993 Englewood, CO 80155 Billing Inquires: 720 - 200 -6700 - Prompt 6 Customer Billing Address: Cindy Kershaw Town of Avon PO Box 975 Avon, CO 81620 970 - 748-4034 IMAGINET Schedule B Maintenance Agreement Account Executive Bob Kadera 303 - 350 -2409 Date 912010 Installation Address: Cindy Kershaw Town of Avon Public Works - 0500 Swift Gulch Rd. Avon, CO 81620 970 - 748 -4034 UPON WARRANTY EXPIRATION IIP Office 8X5 Monday - Friday switch, servers, modules, terminals remote & onsite 1 IPO IP500 V2 C NTRL UNIT 48 MONTHLY $ 1 IPO IP500 V2 S SD CARD MU L 48 MONTHLY $ 2 IPO IP500 EXTN CARD PHONE 8 48 MONTHLY $ 1 IPO IP500 MC VCM 32 48 MONTHLY $ 1 IPO IP500 TRNK ANLG 4 UNI 48 MONTHLY $ 4 IPO LIC R6 AV IP ENDPOINT 1 48 MONTHLY $ 2 IPO LIC R6 AV IP ENDPOINT 5 48 MONTHLY $ 3 IPO LIC IP500 VCE NTWKG ADD 4 LIC:CU 48 MONTHLY $ 17 IP PHONE 9630G GRY 9630GD01A 48 MONTHLY $ 5 IP PHONE 9640 GRY 9640D01A 48 MONTHLY $ 1 AVAYA IP OFFICE POWER Lead 48 MONTHLY $ 1 IAVAYA IPO 500 RACK MOUNTING KIT 48 MONTHLY $ Customer signature below indicates customer has read and agrees to the Terms MONTHLY PRICE 155.00 and Conditions of the applicable agreement. IMAGINE TECHNOLOGIES HELP DESK -- 888 - 955 -4455 or support @imaginetechinc.com Customer Signature Imagine Technologies, Inc. Print Authorized Name: Printed Accepted Name: Authorized Signature: Date: Accepted Signature: Date: Imagine Technologies Building Your Success Through Communications Remittance Address: P.O. Box 4993 Englewood, CO 80155 Billing Inquires: 720 -200 -6700 - Prompt 6 Customer Billing Address: Cindy Kershaw Town of Avon PO Box 975 Avon, CO 81620 970- 748 -4034 q ll AqINETECHN-Uk E5 Schedule B Maintenance Agreement Account Executive Bob Kadera 303 350 2409 Date 912010 Installation Address: Cindy Kershaw Town of Avon Recreation Center - 90 Lake St. Avon, CO 81620 970 - 748 -4034 UPON WARRANTY EXPIRATION I IP Office 8X5 Monday - Friday switch, servers, modules, terminals remote & onsite 1 IPO IP500 V2 CNT UNIT 48 MONTHLY $ 1 IPO IP500 V2 SYS_S CARD M UL 48 MONTHLY $ 1 IPO IP500 EXTN CARD PHONE 8 48 MONTHLY $ 1 IPO IP500 MC VCM 32 48 MONTHLY $ 1 IPO IP500 TRNK ANLG 4 UNI 48 MONTHLY $ 2 IPO LIC R6 AV IP ENDPOINT 1 48 MONTHLY $ 2 IPO LIC R6 AV IP ENDPOINT 5 48 MONTHLY $ 3 IPO LIC IP500 VCE NTWKG ADD 4 LIC:CU 48 MONTHLY $ 17 IP PHONE 9630G GRY 9630GD01A 48 MONTHLY $ 7 IP PHONE 9640 GRY 9640D01A 48 MONTHLY $ 1 AVAYA IP OFFICE Power Lead (Earthed) US 48 MONTHLY $ 1 AVAYA IPO 500 RACK MOUNTING KIT 48 MONTHLY $ Customer signature below indicates customer has read and agrees to the Terms MONTHLY PRICE 140.00 and Conditions of the applicable agreement. IMAGINE TECHNOLOGIES HELP DESK -- 888- 955 -4455 or support @imaginetechinc.com Customer Signature Imagine Technologies, Inc. PrintAuthorized Name: Printed Accepted Name: Authorized Signature: Date: Accepted Signature: Date: AVAYA 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, DOWNLOADING 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 Shrinkwrap License or other Third Party Terms, in which case the Shrinkwrap 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 terns "controlling" and "controlled" have meanings correlative to the foregoing. B. License Grant. Avaya grants you a personal, non- sublicensable, 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 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; Avaya Global Software License Terms Page 1 of 5 ® 2009 Avaya Inc. All rights reserved. Avaya and the Avaya Logo are trademarks of Avaya Inc. and may be registered in certain jurisdictions. All trademarks identified by the ® or TM are registered trademarks, service marks or trademarks, respectively, of Avaya Inc. All other trademarks are the property of their respective owners. Created on 04/08/09 JNVAVA 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- sublicensable 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 User 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 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: / /support.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 Page 2 of 5 Avaya Global software License Terms ® 2009 Avaya Inc. All rights reserved. Avaya and the Avaya Logo are trademarks of Avaya Inc. and may be registered in certain jurisdictions. All trademarks identified by the ® or TM are registered trademarks, service marks or trademarks, respectively, of Avaya Inc. All other trademarks are the property of their respective owners. Created on 04/08/09 �VAYA 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 inspect End 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 stand- alone 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 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. Page 3 of 5 Avaya Global Software License Terms ® 2009 Avaya Inc. All rights reserved. Avaya and the Avaya Logo are trademarks of Avaya Inc. and may be registered in certain jurisdictions. All trademarks identified by the ®or TM are registered trademarks, service marks or trademarks, respectively, of Avaya Inc. All other trademarks are the property of their respective owners. Created on 04/08/09 AVAYA 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. Shrinkwrap License (SR). You may install and use the Software in accordance with the terms and conditions of the applicable license agreements, such as "shrinkwrap" or "clickthrough" license accompanying or applicable to the Software ( "Shrinkwrap 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 /Copyright. 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. 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- Page 4 of 5 Avaya Global Software License Terms ® 2009 Avaya Inc. All rights reserved. Avaya and the Avaya Logo are trademarks of Avaya Inc. and may be registered in certain jurisdictions. All trademarks identified by the ® or TM are registered trademarks, service marks or trademarks, respectively, of Avaya Inc. All other trademarks are the property of their respective owners. Created on 04/08/09 AVAYA 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 that certain 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. 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 compris tout avis, qui s'y rattachent, soient rediges en langue anglaise. Las partes ratifican que es su voluntad que este Contrato, asi Como cualquier otro documento relacionado con el mismo, incluyendo todo tipo de notificaciones, hall sido redactados y deberan continuar siendo redactados 6nicamente en el idiorna ingles. Page 5 of 5 Avaya Global Software License Terms ® 2009 Avaya Inc. All rights reserved. Avaya and the Avaya Logo are trademarks of Avaya Inc. and may be registered in certain jurisdictions. All trademarks identified by the ® or TM are registered trademarks, service marks or trademarks, respectively, of Avaya Inc. All other trademarks are the property of their respective owners. Created on 04/08/09 AVAYA WARRANTY (United States) For End User Purchases from a Reseller 1. AVAYA WARRANTY 1.1 Avaya Warranty. Avaya warrants to End User that during the applicable warranty period, the Products will conform to and operate in accordance with the applicable "Documentation" in all material respects. The term "Documentation" means Avaya's information manuals containing operating instructions and performance specifications that Avaya or its suppliers generally makes available to users of its Products and /or is delivered with the Products. Documentation does not include marketing materials. The Products are not fault- tolerant and are not designed, manufactured or intended for any use requiring fail -safe performance in which the failure of a Product could lead to death, serious personal injury, severe physical or environmental damage ( "High Risk Activities "). This includes the operation of aircraft or nuclear facilities. End User agrees not to use, or license the use of, the Products in connection with any High Risk Activities 1.2 Warranty Period. The warranty periods for Products are as follows: (i) Registration Program Products: with regard to Products that have an Avaya registration program available, the warranty period is the Specified Warranty Period (as defined below) beginning on the installation or enablement date, not to exceed eighteen (18) months from the Shipment Date. The term "Shipment Date" refers to (a) the date when Avaya delivers possession of the Product to a carrier for shipment, or (b) in the case of Software features that can be enabled by Avaya remotely or delivered via electronic means, the date when the features are enabled or the Software is downloaded to the target processor; (ii) Other Products: with regard to Products that do not have an Avaya registration program available, the warranty period is the greater of (a) the Specified Warranty Period (as defined below) plus three (3) months from the Shipment Date (as defined above), or (b) the Specified Warranty Period beginning on the proof of purchase date from the authorized Avaya distributor (the "Distributor ") from which Reseller purchased the Product, not to exceed eighteen (18) months from the Shipment Date. (iii) Specified Warranty Period. Unless a different period is specified in the applicable Order the "Specified Warranty Period" is (a) twelve (12) months for Hardware, beginning on the In- Service Date for Hardware installed by Avaya's employees, independent contractors (including Resellers) and /or subcontractors and on the Shipment Date for all other Hardware and (b) 90 days for Software, beginning on the In- Service Date for Software installed by Avaya's employees, independent contractors (including Resellers) and /or subcontractors and on the Shipment Date for all other Software. "In Service Date" means the date on which Avaya's employees, independent contractors and /or subcontractors (including Resellers) install the Products at the End User's premises. "Hardware" means the standard hardware products that End User orders or Avaya delivers under the Agreement. "Software" means the computer programs in object code form that End User orders or Avaya delivers under the Agreement, whether as stand -alone products or pre - installed on Hardware. Hardware or Software does not include any customized deliverables that Avaya creates specifically for End User 1.3 Warranty Exclusions. The warranties do not extend to any damages, malfunctions, or non - conformities caused by (i) use of the Products in violation of the license granted by Avaya or in a manner inconsistent with the Documentation; (ii) use of non -Avaya furnished equipment, software, or facilities with Products (except to the extent provided in the Documentation); (iii) any failure to follow installation, operation or maintenance instructions; (iv) failure to permit Avaya or its suppliers timely access, remote or otherwise, to Products; (v) failure to implement all new Updates (defined below) to Software; (vi) Products that have had their original manufacturer's serial numbers altered, defaced or deleted; (vii) Products that have been serviced or modified by a party other than Avaya or a Reseller. An "Update" is a change in the software that typically provides maintenance correction only and is designated as a change in the digit to the right of the second decimal point (e.g. n.y.[z]). 1.4 Products from Third Parties. End User's decision to acquire or use Third Party Products is End User's sole responsibility, even if Avaya or a Reseller helps End User identify, evaluate or select them. For purposes of this Agreement, "Third Party Products" shall mean any products manufactured by a party other than Avaya, and may include, without limitation, products ordered by End User from Reseller pursuant to Avaya's recommendations. However, components of Avaya- branded Products are not Third Party Products if they are both: (i) embedded in Products (i.e., not recognizable as standalone items); and (ii) are not identified as separate items on Avaya's price list, quotes, order specifications forms or Documentation. AVAYA IS NOT RESPONSIBLE FOR, AND WILL Avaya Warranty (US) February 2009 02009 Avaya Inc. All Rights Reserved NOT BE LIABLE FOR, THE QUALITY OR PERFORMANCE OF SUCH THIRD PARTY PRODUCTS. 1.5 Toll Fraud. Avaya does not warrant that Products or services will prevent Toll Fraud. Prevention of Toll Fraud is the responsibility of End User. The term "Toll Fraud" refers to the unauthorized use of telecommunications services or facilities accessed through or connected to the Products. 1.6 Geographic Scope. The warranty in this Section 1 shall apply only within the United States. 1.7 Disclaimers. EXCEPT AS SET FORTH IN THIS SECTION 1, NEITHER AVAYA NOR ITS SUPPLIERS MAKE ANY OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WITH REGARD TO ANY PRODUCTS OR SERVICES, AND AVAYA AND ITS SUPPLIERS DISCLAIM THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. AVAYA AND ITS SUPPLIERS DO NOT WARRANT UNINTERRUPTED OR ERROR FREE OPERATION OF PRODUCTS. 1.8 Warranty Procedures and Remedies. If a Product does not conform with the warranty above, End User shall notify Reseller in writing within the applicable warranty period, describing in reasonable detail how the Product failed to be in conformance and including evidence that the Product is under warranty. Avaya at its option will (i) repair or replace the nonconforming Product, or (ii) refund to the End User or the authorized Avaya distributor ( "Distributor ") the purchase price and /or license fee paid to Avaya by Distributor upon the return of the nonconforming Product to Avaya. Under no event will Avaya be obligated to refund any amounts in excess of the purchase price and /or license fee paid to Avaya for the nonconforming Product. If Avaya elects to replace the nonconforming Product, End User shall return the nonconforming Product to Reseller in accordance with Avaya's standard product return procedures. Replacement Products may be new, factory reconditioned, refurbished, re- manufactured or functionally equivalent and will be furnished only on an exchange basis. Returned Hardware that has been replaced by Avaya will become Avaya's property. Replacement Products are warranted as above for the remainder of the original applicable Product warranty period. THESE REMEDIES ARE END USER'S SOLE AND EXCLUSIVE REMEDIES AND ARE IN LIEU OF ANY OTHER RIGHTS OR REMEDIES END USER MAY HAVE AGAINST AVAYA OR ITS SUPPLIERS WITH RESPECT TO THE NONCONFORMANCE OF PRODUCTS. Avaya Warranty (US) February 2009 02009 Avaya Inc. All Rights Reserved