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HomeMy WebLinkAboutPR 18803: MAINTENANCE AGREEMENT WITH AT&T CORP. City of ^;-„ 41/ ort rth u r INTEROFFICE MEMORANDUM PUBLIC WORKS DEPARTMENT-ADMINISTRATION DIV. To: Brian McDougal, City Manager From: Sue Polka, P. E., Director of Public Works/City Engineer 41C Date: May 12, 2015 RE: P. R. 18803 RECOMMENDATION: It is recommended that the City Council approve Proposed Resolution No. 18803 that would authorize the City Manager to execute a one year maintenance agreement with AT&T Corp. for the City's telephone system in the amount of$35,467.64. STAFF ANALYSIS: None. BACKGROUND: The previous three year agreement with AT&T for telephone maintenance has expired. They have offered to continue to contract at the same rate as the previous three year contract. BUDGET CONSIDERATIONS: Funding is available in account Public Works, City Hall Account No. 001-1206-531.61-03. "Remember we are here to serve the Citizens of Port Arthur" P.R. 18803 5/12/2015 fey RESOLUTION NO. A RESOLUTION AUTHORIZING THE CITY MANAGER TO ENTER INTO A ONE YEAR MAINTENANCE AGREEMENT BETWEEN THE CITY OF PORT ARTHUR AND AT&T CORP., FOR THE CITY OF PORT ARTHUR'S TELEPHONE SYSTEM, IN THE TOTAL AMOUNT OF $35,467.64. PUBLIC WORKS' CITY HALL ACCOUNT NO. 001-1206- 531-61.03 WHEREAS, the City's three year maintenance agreement approved per Resolution 11-077 expired on March 5, 2014; and WHEREAS, to avoid service interruption, the term was automatically extended for consecutive one (1) year terms at AT&T's then pricing for such services; and WHEREAS, AT&T Corp. has offered the City a one year maintenance agreement for the same annual cost of $35,467.64, as delineated in Exhibit "A"; and WHEREAS, AT&T Corp. is a vendor under the Department of Information Resources (DIR), which is a procurement program operated by the State of Texas, which allows municipalities to purchase products and services directly from vendors who have established contracts with them; now therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR: THAT, the facts and opinions in the preamble are true and correct; and, THAT, the City Council deems it is in the best interest of the City to approve and authorize the City Manager to execute the addendum to the Master Agreement between the City of Port Arthur and AT&T Corp. for maintenance of the telephone system, in substantially the same form as delineated in Exhibit "A", in the total amount of $35,467.64 for one year; and THAT, a copy of the caption of this Resolution be spread upon the Minutes of the City Council. P.R. 18803 5/12/2015 fey READ, ADOPTED AND APPROVED this the day of , A.D. 2015 at a meeting of the City of Port Arthur, Texas by the following vote: Ayes: Mayor: Council members: NOES: Mayor ATTEST: APPROVED AS TO FORM: \(.04 Sherri Bellard Valecia City Secretary City Attorney APPROVED FOR ADMINISTRATION: Pi - 72 Brian McDougal Susan Polka, -.E. City Manager Public Works Director/City Engineer _ Shawna Tubbs, CPPO Purchasing Manager APPROVED AS TO AVAILABILITY OF FUNDS: avit.001( d/664' Deborah Echols Director of Finance P.R. 18803 5/12/2015 fey EXHIBIT A at«t AT&T Equipment Resale and Related Services Pricing Schedule MA Reference No.:20101213-0315UA Pricing Schedule No.: CUSTOMER Legal Name("Customer") AT&T Corp.("AT&T") AT&T Branch Sales Contact Name City of Port Arthur AT&T Corp. Name: Natasha Pratt CUSTOMER Address AT&T Corp.Address and Contact AT&T Branch Sales Contact Information 444 4th Street One AT&T Way 6500 West Loop S Port Arthur,TX 77640 Bedminster, NJ 07921-0752 Bellaire,TX 77401 Attn: Master Agreement Support Team Phone:(713)567-8508 E-mail: mastatt.com Email : NL5132@att.com Sales/Branch Manager: Mary Scherer CUSTOMER Contact CUSTOMER Billing Address and Contact AT&T Contact Information Name: Fay Young 444 4th Street Nancy Alfke Title: IT Manager Port Arthur, TX 77640 555 S Executive Drive Telephone: (409)983-8164 Name: Fay Young Brookfield,WI 53005 Email:fay.young@portarthurtx.gov Title: IT Manager Telephone:(262)938-5661 Telephone: (409)983-8164 Email: NA1635@att.com Email:fay.young@portarthurtx.gov This Pricing Schedule is part of the Agreement between AT&T and Customer referenced above. In the case of a conflict, the descending order of priority for the documents in this Pricing Schedule is Sub-Rider D7, the other applicable Sub-Riders, the applicable Rider and the General Terms. ® Rider A—Purchased Equipment ® Rider D—AT&T-Provided Services ❑ Rider B—Additional Cisco Terms ❑ Sub-Rider D1 —AT&T and Avaya Jointly-Provided Maintenance ❑ Sub-Rider B1 -Cisco Try and Buy Program ® Sub-Rider D2—AT&T-Provided Maintenance ❑ Sub-Rider B2—Technology Migration Plan ❑ Sub-Rider D3—AT&T-Provided Warranty Services ❑ Sub-Rider B3—Cisco Enterprise Suites for ❑ Sub-Rider D4—reserved Collaboration ❑ Sub-Rider D5— reserved ❑ Rider C—Purchased Equipment Discounts ❑ Sub-Rider D6—Enhanced Transport Service ® Rider E—Additional Avaya Terms ® Sub-Rider D7—Statement of Work ❑ Rider F—ShoreTel Mobility Router CUSTOMER AT&T By: By: (by its authorized representative) (by its authorized representative) (Typed or Printed Name) (Typed or Printed Name) (Title) (Title) (Date) (Date) CPE UA Pricing Schedule—STANDARD AT&T and Customer Confidential Information Page 1 of 10 V.10/16/13 GENERAL TERMS APPLICABLE TO AT&T EQUIPMENT RESALE AND RELATED SERVICES 1. SERVICES AND PURCHASED EQUIPMENT • "Purchased Equipment"—means equipment (including Software) sold and Software separately sold by AT&T to Customer pursuant to this Pricing Schedule. "Purchased Equipment" includes replacement hardware and Software provided in connection with AT&T-Provided Maintenance and Warranty Services. • "Software"—means software purchased separately or software included with the equipment purchased,pursuant to this Pricing Schedule. • "Services"—per applicable Riders and Sub-Riders. 2. QUOTE AT&T may provide a quote for the price of Purchased Equipment or Services to Customer("Quote")or include such information in a Statement of Work("SOW'). Such Quote will expire thirty(30)days after the date of the Quote,unless a different time period for expiration is stated in the Quote. All such pricing is applicable only to the project or purchase specified in such Quote unless stated otherwise in the SOW or Sub-Rider. 3. ORDERS (a) Order means an order for Purchased Equipment or Services, including Statements of Work and requests to change an Order, that Customer submits to AT&T in writing (or other method specifically authorized by AT&T). AT&T reserves the right not to accept any Order. Except for information required by AT&T to fulfill the Order, no terms and conditions, or other language contained in any Customer-supplied document or purchase order shall apply. (b)Telephone Orders may be accepted for moves, adds, or changes to Purchased Equipment that do not require design engineering support from AT&T or the supplier and can be ordered off the shelf without being configured or designed with other components. 4. TAX EXEMPTION Customer must present a tax exemption certificate to AT&T,valid in the place of delivery,prior to or with an Order to receive exemption status. 5. TERMINATION (a)Either party may terminate this Pricing Schedule upon thirty(30)days'prior written notice,except that all work under any outstanding Orders will be completed unless one party notifies the other otherwise in writing. (b) Customer may terminate an Order on five (5) days prior written notice. AT&T may recover all amounts owing under the Order for any time, materials and expenses incurred through the effective date of termination,and any third party charges resulting from the termination. 6. LIMITATION OF LIABILITY (a) EACH PARTY'S LIABILITY SHALL BE LIMITED TO PROVEN DIRECT DAMAGES NOT TO EXCEED PER CLAIM(OR IN THE AGGREGATE FOR CLAIMS ARISING DURING ANY TWELVE MONTH PERIOD)TWICE THE NET PURCHASE PRICE OF THE PURCHASED EQUIPMENT OR SERVICES IN THE ORDER GIVING RISE TO THE LIABILITY. THE LIMITATION IN THIS SECTION SHALL NOT LIMIT CUSTOMER'S RESPONSIBILITY FOR THE PAYMENT OF ALL PROPERLY DUE CHARGES. (b)Except for Enhanced Transport Service,AT&T SHALL HAVE NO DUTY TO DEFEND, INDEMNIFY,OR HOLD CUSTOMER HARMLESS FROM OR AGAINST ANY SETTLEMENTS, DAMAGES, COSTS AND OTHER AMOUNTS INCURRED BY CUSTOMER ARISING FROM THE ACTUAL OR ALLEGED INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY BASED ON OR INVOLVING EQUIPMENT, SOFTWARE OR SERVICES FURNISHED UNDER THIS PRICING SCHEDULE. 7. PURCHASED EQUIPMENT WARRANTY AND LIMITATION ON USE (a) AT&T shall pass through to Customer any warranties available from Try-and-Buy or Purchased Equipment manufacturers or licensors. The manufacturer or licensor and not AT&T is responsible for any such warranties. (b) Except as set out in Section 7(a),ALL TRY-AND-BUY AND PURCHASED EQUIPMENT IS PROVIDED TO CUSTOMER ON AN"AS IS"BASIS. AT&T DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY, NON-INTERFERENCE, ACCURACY OF INFORMATIONAL CONTENT, OR ANY WARRANTY ARISING BY USAGE OF TRADE OR COURSE OF DEALING). These disclaimers shall apply even if the express warranties from equipment manufacturers or licensors fail of their essential purpose. (C) TRY-AND-BUY AND PURCHASED EQUIPMENT IS NOT DESIGNED FOR USE IN LIFE SUPPORT, LIFE SUSTAINING, NUCLEAR, OR OTHER HIGH-RISK APPLICATIONS IN WHICH FAILURE OF SUCH TRY-AND-BUY OR PURCHASED EQUIPMENT COULD REASONABLY BE EXPECTED TO RESULT IN PERSONAL INJURY, LOSS OF LIFE, OR CATASTROPHIC PROPERTY DAMAGE. IF CUSTOMER CHOOSES TO USE TRY-AND-BUY OR PURCHASED EQUIPMENT FOR SUCH APPLICATIONS,CUSTOMER DOES SO AT ITS OWN RISK. 8. MAINTENANCE CHARGES AT&T may invoice maintenance charges in full in advance of the term for AT&T-Provided and Manufacturer-Provided maintenance services. Such maintenance charges are non-refundable. Orders for maintenance may not be cancelled once placed with AT&T's maintenance supplier. 9. PRIOR AGREEMENTS This Pricing Schedule replaces any existing agreements for the purchase of equipment, software and/or equipment-related services between Customer and the following AT&T Affiliates: SBC Global Services, Inc., AT&T DataComm, and BellSouth Communication Systems, LLC. CPE UA Pricing Schedule—STANDARD AT&T and Customer Confidential Information Page 2 of 10 V.10/16/13 Rider A—Purchased Equipment 1. AVAILABILITY AND DELIVERY SCHEDULE AT&T's delivery of Purchased Equipment is contingent upon the availability and the delivery schedule of the manufacturer or supplier. AT&T can not guarantee availability or firm delivery dates. Purchased Equipment is deemed accepted by Customer upon passage of title and risk of loss. 2. TITLE AND RISK OF LOSS Title to and risk of loss of Purchased Equipment passes to Customer on delivery by manufacturer or supplier to a carrier for shipment; provided that if AT&T also provides Services(other than Warranty Services or Maintenance Services)in connection with the Purchased Equipment,title and risk of loss passes to Customer on delivery to Customer. 3. SHIPPING AND STORAGE (a)Shipping Charges. (i)Standard Fee for AT&T-provided shipping: One percent(1%)of the total purchase price for the Purchased Equipment(other than Software) shipped. (ii) Customer may request in an Order to be invoiced by the carrier of its choice by providing AT&T the identification of the shipper, Customer's account information,and method of shipment. (iii) If Customer requires overnight shipping. Customer should make such a request in writing and AT&T will quote the pricing associated with such delivery on a case by case basis. (b)Storage Charges.Any storage charges for Purchased Equipment following transfer of title and risk of loss are the sole responsibility of Customer and are not included in shipping charges. 4. INVOICING;CREDIT TERMS AT&T may invoice Customer for Purchased Equipment upon delivery to the carrier. AT&T retains a lien and purchase money security interest in each item of Purchased Equipment and Software until Customer pays all sums due. AT&T is authorized to sign and file a financing statement to perfect such security interest. 5. PURCHASED EQUIPMENT RETURNS (a) Warranty Returns. If Purchased Equipment requires return during its respective warranty period, and the manufacturer or supplier determines such Purchased Equipment qualifies for a return,AT&T will obtain a Return Material Authorization("RMA")and instructions from the manufacturer or supplier. Upon AT&T providing the RMA to Customer, Customer will return the Purchased Equipment according to the manufacturer's or supplier's policies and instructions. (b)Non-defective Returns. If Customer seeks to return Purchased Equipment that is non-defective or not otherwise covered by a warranty.Customer must contact AT&T in time for AT&T to obtain an RMA with instructions from the manufacturer or supplier within fifteen(15)days following delivery of such Purchased Equipment to the ship-to address in the applicable Order; however, if the Purchased Equipment is delivered to an AT&T staging facility prior to delivery to the ship-to address. Customer must contact AT&T within fifteen (15) days following notice to Customer of delivery to the staging facility. Any such return shall be at the sole discretion of the manufacturer or supplier. If the return is authorized, Customer will be responsible for payment of any associated return or restocking fee, return shipping costs, and risk of loss of the Purchased Equipment. Notwithstanding the foregoing, ONCE AT&T'S CONFIGURATION OF PURCHASED EQUIPMENT FOR USE BY CUSTOMER HAS COMMENCED. NON-DEFECTIVE RETURN IS NOT AVAILABLE. (c) Maintenance Returns. To return Purchased Equipment covered by a maintenance service, Customer must contact the applicable maintenance service provider to obtain an RMA and instructions. 6. MANUFACTURER-PROVIDED SERVICES Manufacturer-Provided Services identified in Customer's Order with the manufacturer's stock-keeping unit number are provided directly to Customer by the manufacturer under a separate agreement between Customer and the manufacturer. Customer shall assent to and comply with the terms of the agreement with the manufacturer. AT&T is not a party to that agreement. AT&T's sole responsibility is to place Customer's orders for Manufacturer-Provided Services, except that AT&T may invoice Customer for the Manufacturer-Provided Services. 7. LICENSES,RESTRICTIONS,REQUIREMENTS (a) Software is provided subject to the terms of the Software licensor's license agreement which is a separate agreement between Customer and the licensor. Customer must assent to and comply with the license agreement. (b) Purchased Equipment may be subject to additional requirements or restrictions imposed by manufacturer or licensor. Customer must assent to and comply with all such requirements or restrictions. CPE UA Pricing Schedule—STANDARD AT&T and Customer Confidential Information Page 3 of 10 V.10/16/13 Rider D—AT&T-Provided Services 1. SERVICE;SERVICE PUBLICATION Service Service Publication Location URL AT&T Implementation Services AT&T Business Service Guide Website http://servicequidenew.att.com • SG Library • Or per applicable Sub-Rider • Services have an end date and do not continue under a month-to-month service arrangement after the end of a term unless specifically identified as such in the applicable Sub-Rider. 2. INTELLECTUAL PROPERTY RIGHTS (a)All intellectual property rights used in providing,or arising by virtue of AT&T's performance,of the Services are and will be the sole and exclusive property of AT&T.and neither ownership nor title to any such property will pass to Customer. (b) Customer shall own copies of any reports produced and furnished to Customer by AT&T ("Reports"), and AT&T grants Customer a perpetual, non-exclusive, personal and non-transferable right to reproduce and modify Reports solely for Customer's own internal business purposes. For avoidance of doubt,"internal business purposes"exclude public distribution, resale to third parties and revenue generation purposes. (c)AT&T grants to Customer the non-exclusive, personal, and non-transferable right to use any items other than Reports produced and furnished to Customer by AT&T under this Pricing Schedule, solely(i)for Customer's own internal business purposes during the term of this Pricing Schedule or (ii)for such other purposes as may be agreed in writing by the parties. (d) Except as otherwise specified in this Pricing Schedule, no other right or license to or under any of AT&T's intellectual property rights is either granted or implied under this Pricing Schedule. 3. WORKMANSHIP The provision of Services under this Pricing Schedule shall be performed in a workmanlike manner that would meet commercial industry standards in the field to which the work pertains.AT&T's obligation under this Section expires upon Customer's acceptance of the Services. 4. INDEPENDENT CONTRACTOR AT&T is an independent contractor for the Services performed under Pricing Schedule. 5. ACCEPTANCE Upon completion of professional and implementation Services ("Service Completion Date"), Customer either shall sign the acceptance document AT&T presents or shall provide within five(5) Business Days of the Service Completion Date written notice to AT&T identifying any non-conforming professional or implementation Service. "Business Day" means Monday through Friday, excluding AT&T-recognized holidays. If Customer fails to provide such notice, Customer is deemed to have accepted the Service as of the Service Completion Date. AT&T may invoice Customer for professional and implementation Services upon acceptance. 6. NON-SOLICITATION Customer agrees not to directly solicit for employment any personnel of AT&T or its subcontractors or agents performing Services hereunder until one (1) year following the completion or termination of applicable Order pursuant to which the Services were performed without the prior written consent of AT&T. 7. DELAYS If there is a delay in providing Services that was not caused by AT&T, Customer may incur additional labor or other charges. AT&T shall not be liable for such a delay. Such a delay may also impact future schedules. 8. REMOTE ACCESS TO EQUIPMENT Customer shall provide remote access to equipment during installation and maintenance for trouble isolation, monitoring and resolution. Customer may satisfy this requirement: (i) by providing in-band or out-of-band connection; (ii) providing technical personnel on Site: or (iii) as otherwise described in the applicable Service Guide. 9. EQUIPMENT STORAGE On the premises where the Services are being performed, AT&T or its subcontractors may store, at no charge, a reasonable amount of equipment, materials, tools and other items necessary for the performance of Services in a secure location provided by Customer ("Storage Location"). Customer will take reasonable precautions to protect and maintain the integrity of any such items. Customer agrees to accept delivery of any such items,to place them or direct their placement in the Storage Location and to.notify AT&T of the delivery and Storage Location. 10. SERVICES SUPPLIER If an AT&T supplier necessary for the delivery of Services ceases to provide all or a portion of such Services,either Party may terminate the affected portion of the Services,and Customer will receive a pro-rata refund of any amounts prepaid for such terminated Services. CPE UA Pricing Schedule—STANDARD AT&T and Customer Confidential Information Page 4 of 10 V.10/16/13 Sub-Rider D2—AT&T-Provided Maintenance Services 1. SERVICES; SERVICE PUBLICATIONS Service Service Publication Location AT&T Maintenance Solutions("AMS") http://serviceguidenew.att com/sg flashPlayerPage/AMS AT&T Voice Maintenance Solutions("AVMS") http://servicequidenew.att com/sq flashPlayerPage/AVMS AT&T provides AT&T Maintenance Solutions and AT&T Voice Maintenance Solutions Services (collectively "Maintenance Services") for certain equipment ("Supported Equipment"), in accordance with this Pricing Schedule, the applicable SOW and the applicable Service Guide. Supported Equipment covered by Maintenance Services is specified in an SOW or the Service Guide. 2. CERTIFICATION AND REVIEWS (a) Manufacturer's Certification for Supported Equipment. If an item of equipment is not covered by the manufacturer's warranty or by a manufacturer-approved maintenance service immediately before AT&T begins providing the Maintenance Service for the equipment, Customer must provide a manufacturer's certification that equipment is in working order and eligible to be included in a maintenance plan. (b)Changes in Supported Equipment covered by Maintenance Services. AT&T may conduct periodic equipment reviews for additions or deletions of Supported Equipment that is being maintained,and will make any appropriate adjustments to Maintenance Services. (c)Neither Customer nor any party other than AT&T or its designated agents may alter,repair.or maintain any Supported Equipment. 3. MAINTENANCE TERM AND RENEWAL The term for Maintenance Services (the "Maintenance Term") and level of Maintenance Service are set forth in the applicable Order. UNLESS EITHER PARTY TERMINATES BY WRITTEN NOTICE ON COMPANY LETTERHEAD WITH A HANDWRITTEN SIGNATURE AT LEAST TEN (10) BUSINESS DAYS PRIOR TO EXPIRATION OF THE THEN-CURRENT MAINTENANCE TERM,AND IF THE LEVEL OF MAINTENANCE SERVICE REFLECTED IN SUCH ORDER REMAINS AVAILABLE UNDER THE APPLICABLE SERVICE PUBLICATION AT TIME OF RENEWAL, THE MAINTENANCE TERM WITH REGARD TO SUCH ORDER AUTOMATICALLY RENEWS: (I) FOR VOICE SUPPORTED EQUIPMENT, FOR AN ADDITIONAL ONE (1) YEAR, AND, (II) FOR DATA/VIDEO SUPPORTED EQUIPMENT, FOR THE SAME LENGTH AS THE EXPIRING MAINTENANCE TERM. AT&T MAY, AT THE COMMENCEMENT OF ANY RENEWAL MAINTENANCE TERM, CHANGE THE PRICE OF SERVICE UPON AT LEAST THIRTY(30)DAYS PRIOR WRITTEN NOTICE. 4. PRICE CHANGES AT&T also may change the price of Maintenance Services on written notice for Supported Equipment at the time it is changed, upgraded or added. 5. REPLACEMENT PRODUCTS; END-OF-SUPPORT; RETURN OF DEFECTIVE EQUIPMENT (a) Spare parts and equipment ("Replacement Products") may be new or reconditioned if equivalent to new in performance. AT&T's provision of Replacement Products during the Maintenance Term is contingent upon the delivery schedule of the manufacturer or supplier.AT&T has no liability for delays in any delivery schedule.AT&T cannot guarantee firm delivery dates. (b) If an item of Supported Equipment is discontinued or placed at end-of-life or end-of-support status by the manufacturer, AT&T shall only be obligated to use commercially reasonable efforts to obtain replacement parts and provide Maintenance Service for the item of Supported Equipment for which additional charges may apply or AT&T may delete such item of Supported Equipment from Maintenance Services and provide a pro-rata refund. (c) AT&T will provide an RMA number for defective Supported Equipment("Defective Item"). Customer shall return the Defective Item within thirty (30) days after the date of the RMA, or Customer will be invoiced, and shall pay,for the corresponding Replacement Product. Defective Items are the property of AT&T upon delivery to the carrier. 6. EXCLUSIONS FOR AT&T-PROVIDED MAINTENANCE SERVICES. (a)AT&T will perform Maintenance Services only for damage to, substandard performance of or failure of Supported Equipment resulting only from Supported Equipment defects or normal wear and tear("Covered Maintenance"). (b) Covered Maintenance does not include hardware defects or software failures resulting from any cause whatsoever not attributable to AT&T, including, but not limited to: (i) mishandling, abuse, misuse, improper storage, improper installation, improper maintenance, improper electrical voltage or current or improper operation (including use in conjunction with equipment electrically or mechanically incompatible); (ii) accident; (iii) theft; (iv)force majeure events, including, fire, explosion (other than fire or explosion directly attributable to a Supported Equipment defect), power failure, lightning or other induced power surge, flood, wind, war, terrorism, virus and acts of God; (v) Customer-caused programming errors in software or applications; (vi)Customer-performed system configurations; (vii)Customer's failure to maintain a proper operating environment,to back up its data or to secure its network environment; (viii) Customer's failure to follow manufacturer/licensor recommendations; and, (ix) repair, relocation,damage or alteration of the Supported Equipment by anyone other than AT&T or its designated agents. Supported Equipment supporting IP telephony may experience certain compromises in performance, reliability and security even when performing as warranted; diagnostic and repair work in response to such compromises is not included in Covered Maintenance. (c)Diagnostic and repair work AT&T performs outside of Covered Maintenance is invoiced at AT&T's prevailing rates for time and materials. CPE UA Pricing Schedule—STANDARD AT&T and Customer Confidential Information Page 5 of 10 V.10/16/13 Sub-Rider D2—AT&T-Provided Maintenance Services 7. AT&T-PROVIDED MAINTENANCE SERVICES—SCHEDULED PAYMENT OPTION If Customer elects the scheduled payment option for AT&T-Provided Maintenance Services, the number, frequency, and amount of payments are detailed in the Quote. Such scheduled payments must be paid to AT&T Capital Services, Inc. in US dollars to the address specified in the invoice. If Customer fails to pay any amount when due, enters (voluntarily or involuntarily) a bankruptcy proceeding. becomes insolvent or terminates the applicable AT&T-Provided Maintenance Services other than for AT&T's material breach, all remaining scheduled payments shall become immediately due and payable, and shall be collectible immediately. CPE UA Pricing Schedule—STANDARD AT&T and Customer Confidential Information Page 6 of 10 V.10/16/13 Sub-Rider D7-Statement of Work Installation Site Address: See below Date of Submission: 05/07/15 Purchase Order Number: SELECTION OF EQUIPMENT SERVICE PLAN: AT&T Voice Maintenance Solutions: Essential Plus ❑ Dedicated ❑Custom Support Levels: Technical Support (24X7) with Advanced Hardware Parts Replacement (24X7X4) ❑ 24X7 Technical Support (8X5) with Advanced Hardware Parts Replacement (8X5 Next Business Day) ® 8X5 Initial Term: 1 Year From: 03/06/15 To: 03/05/16 Annual Price: $35,467.64 Service Plan Payment Terms (default is annual): ['Prepay El Annual ESemi-Annual ['Quarterly ®Monthly TERMINATION PRICING ADJUSTMENTS: If Customer terminates AT&T Voice Maintenance Solutions in whole or in part, including reduction in service level, Customer, depending on the payment terms, either shall be (a) invoiced fifty percent(50%) of the fees thirty (30) days from the date AT&T received written notice of termination to the expiration of the maintenance term plus any non-recoverable and third party costs incurred by AT&T; or (b) credited fifty percent (50%) of fees paid for the terminated Service less any non-recoverable and third party costs. EQUIPMENT COVERED UNDER MAINTENANCE PLAN: City of Port Arthur Contract#66120191 201 H 0 Mills Port Arthur,TX 77642 (1) BCM 400 Release 3.6-2.2 (1) Digital Trunk Media Bay Module (1) 16-Station Digital Station Media Bay Module (1)32-Station Digital Station Media Bay Module (1)WAN Interface Card (1)2-VoIP Gateway Software Authorization Code (1)8-VoIP Gateway Software Authorization Code (2) 1-LAN CTE Software Authorization Code (1) 1-IP Telephony Software Authorization Code (1) 16-Voice Messaging Software Authorization Code (1)32-Voice Messaging Software Authorization Code (1) Valcom V-2001a Associated BCM Telephone Sets Port Arthur-Fire Department Contract#66120192 645 4th Street Port Arthur,TX 77642 (1) BCM 400 Release 3.6-2.2 (1) 16-Station Digital Station Media Bay Module (1)32-Station Digital Station Media Bay Module (1) Single DTI/PRI/TMDI/Line Side T-1 (1)2-VoIP Gateway Software Authorization Code (1)4-VoIP Gateway Software Authorization Code (1) 16-VolP Gateway Software Authorization Code (1) 1-LAN CTE Software Authorization Code (1) 1-Voice Messaging Software Authorization Code CPE UA Pricing Schedule—STANDARD AT&T and Customer Confidential Information Page 7 of 10 V.10/16/13 Sub-Rider D7-Statement of Work (1) 4-Voice Messaging Software Authorization Code (1) 32-Voice Messaging Software Authorization Code Associated BCM Telephone Sets Port Arthur-Fire/ Elect Contract#66120193 300 Waco Port Arthur,TX 77642 (1) BCM 400 Release 3.6-2.2 (1) Digital Trunk Media Bay Module (1) 16-Station Digital Station Media Bay Module (1)32-Station Digital Station Media Bay Module (1) 16-VoIP Gateway Software Authorization Code (1) 4-LAN CTE Software Authorization Code (1)2-IP Telephony Software Authorization Code (1)64-Voice Messaging Software Authorization Code Associated BCM Telephone Sets Port Arthur-Annex Contract#66120194 444 4th Street Port Arthur,TX 77642 (1) BCM 400 Release 4.0.2.03 (1) Digital Trunk Media Bay Module (2)32-Station Digital Station Media Bay Module (1)4-VoIP Gateway Software Authorization Code (1)8-VoIP Gateway Software Authorization Code (2) 1-LAN CTE Software Authorization Code (1) 1-IP Telephony Software Authorization Code (1) 16-Voice Messaging Software Authorization Code (1)32-Voice Messaging Software Authorization Code (10) ICC Agents Associated BCM Telephone Sets Port Arthur-City Hall Contract#66120195 444 4th Street Port Arthur,TX 77642 (1) BCM 400 Release 4.0.2.03a (3) Digital Trunk Media Bay Module (1)32-Station Digital Station Media Bay Module (1) 4-VoIP Gateway Software Authorization Code (1) 16-VoIP Gateway Software Authorization Code (2) 1-LAN CTE Software Authorization Code (1) 1-IP Telephony Software Authorization Code (1) 8-Unified Messaging Software Authorization Code (1)32-Unified Messaging Software Authorization Code Associated BCM Telephone Sets Port Arthur-Health Department Contract#66120196 449 Austin Port Arthur,TX 77642 (1) BCM 400 Release 3.6-2.2c1 (1)8-Station Analog Media Bay Module (1) Single DTI/PRI/TMDI/Line Side T-1 (1) 16-Station Digital Station Media Bay Module (1)32-Station Digital Station Media Bay Module (1)WAN Interface Card (1)2-VoIP Gateway Software Authorization Code CPE UA Pricing Schedule—STANDARD AT&T and Customer Confidential Information Page 8 of 10 V.10/16/13 Sub-Rider D7-Statement of Work (1) 8-VoIP Gateway Software Authorization Code (2) 1-LAN CTE Software Authorization Code (1) 1-IP Telephony Software Authorization Code (1) 1-Voice Messaging Software Authorization Code (1) 16-Voice Messaging Software Authorization Code (1)32-Voice Messaging Software Authorization Code Associated BCM Telephone Sets Port Arthur-Fire#1 Contract#66120197 1215 Woodworth Port Arthur,TX 77642 (1) BCM 200 Release 3.6-2.2c (1)CTM4 X DSM16 Combo Module (1)GATM 8-Port Media Bay Module (1) Single DTI/PRI/TMDI/Line Side T-1 (1)2-VoIP Gateway Software Authorization Code (1)8-Voice Messaging Software Authorization Code Associated BCM Telephone Sets Port Arthur Contract#66120198 1308 9`h Avenue Port Arthur,TX 77642 IP Telephones off of the City Hall BCM connected via a T-1 Router Port Arthur-Police Department Contract#66120199 645 4th Street Port Arthur,TX 77642 (1) BCM 400 Release 3.6-2.2c1 (4) 8-Station Analog Media Bay Module (1) Digital Trunk Media Bay Module (1) 16-Station Digital Station Media Bay Module (3)32-Station Digital Station Media Bay Module (1)4-VoIP Gateway Software Authorization Code (1) 16-VoIP Gateway Software Authorization Code (1) 1-LAN CTE Software Authorization Code (1) Unlimited Voice Messaging Software Authorization Code Associated BCM Telephone Sets EQUIPMENT NOT COVERED UNDER MAINTENANCE PLAN: Headsets,portable/wireless/cordless telephone sets,answering machines, UPS systems,power conditioners,power supplies, batteries, charger kits,perishable/consumable commodities such as printer ribbons,printer cartridges, etc. Some of the products listed in this quote have been, or soon will be, declared at End of Life(EOL) by the Equipment Manufacturer. Manufacturers provide no further technical support for End of Life products; any inherent hardware or software design defects at the time of EOL declaration remain unresolved; no further software patches or firmware updates are made available. Replacement software media is discontinued, and hardware parts, if available, may be limited to secondary suppliers. AT&T will provide reasonable efforts to resolve EOL product failure issues, utilizing internal resources only. Manufacturer resources will not be utilized. If resolution of an issue is not possible, Customer acknowledges that a system upgrade or complete replacement(if available) may be required to retain functionality. A system upgrade or replacement is not covered under maintenance or as part of an Order, and will result in additional charges. CPE UA Pricing Schedule—STANDARD AT&T and Customer Confidential Information Page 9 of 10 V.10/16/13 Rider E—Additional Avaya Terms Avaya Software License and Warranty (a) Avaya Software is subject to (1) the Avaya Global Software License Terms ("Avaya Software License Terms") for heritage Avaya Purchased Equipment or(2)the Avaya Software License Terms for Heritage Nortel Networks Products(''Heritage Nortel Software License Terms"), provided at http://support.avaya com/Licenselnfo Both the Avaya Software License Terms and Heritage Nortel Software License Terms are separate agreements between Customer and Avaya. Customer shall assent to and comply with the Avaya Software License Terms or the Heritage Nortel Software License Terms as applicable. (b) For Avaya Purchased Equipment, including both heritage Avaya and Heritage Nortel products, Avaya Global Product Warranty Policy for End Users ("Avaya Product Warranty") is the applicable pass through Purchased Equipment warranty. Customer shall assent to and comply with the Avaya Product Warranty provided at http://support avaya.com/Licenselnfo. CPE UA Pricing Schedule—STANDARD AT&T and Customer Confidential Information Page 10 of 10 V.10/16/13