HomeMy WebLinkAbout20101968.tiff SIEMENS
Supplement for Siemens OpenScale Plans
Customer Name and Invoice Address: Region Office Address: Reference Agreement No.: 1327
Weld County 600 Colonial Center Prkwy
PO Box 758 Suite 200 Reference Exhibit No.:
Greeley, CO 80632-0758 Lake Mary, FL 32746-4764
Region Office No.: E00008
Products Location Address(Premises): Customer No.: 7040780
2950 9th Street
Fort Lupton, CO Term Commencement Date: Sept. 25, 2010
80621
Supplement Effective Date: Sept.25,2010
This Supplement,when signed by Siemens Enterprise Communications, Inc. (Siemens), is Siemens'acceptance of the order from the Customer
(you)for services for Siemens HiPath Products and Siemens OpenScape Unified Communications(UC)Products, except as specified below,under the
OpenScale Base Service Plan and other Options (Services)selected for the Covered Products (Covered Products)installed at each of your Premises
(collectively, a "Plan"). A summary of the Plan is described below for the Covered Products installed at your Premises specified above. The specific
Covered Products at each of your Premises hereunder are identified on a List of Covered Products attachment(Attachment A)to this Supplement.
As used in the Supplement and the Plan only, the term"Purchase Price"means charges for Maintenance Services selected in this Supplement.
The initial Purchase Price for each Plan and its Options is specified in the Quote Estimate(Quote),which is attached to this Supplement and is incorpo-
rated herein by reference and does not include taxes.Applicable taxes will be reflected in Siemens'invoices to you.
The parties agree that the Plan,the Attachment(s),the Quote and the terms in the referenced Agreement apply to this Supplement and are incor-
porated herein by reference. The foregoing notwithstanding, Services for the HiPath ProCenter Prompt Response Interactive Voice Response Product
(IVR Product)and other third-party Products provided by Siemens are not covered under this Supplement.Services for these Products may be covered
under separate agreements.
e• , fn tf e.....c .. .t.l, try 'd • �£4br.; �aAe7 r
OpenScale Essential On-Site Base Plan Included
1.Coverage Option: Regular Hours of 8 a.m.to 5 p.m., Monday through Friday,excluding Siemens holidays
2. Major Corrective Maintenance Remote Response Time: Four-Hour Response
3. Major Corrective Maintenance On-Site Response Time: Four-Hour Response
4.Advance Hardware Replacement,excluding phones
5.Software Maintenance Releases
6.Configuration Restore!
OpenScale Essential Plus Base Plan n/a
1.All Services included with the OpenScale Essential On-Site Plan
2.Service Desk Services Option
Regular Hours of 8 a.m.to 5 p.m.,Monday through Friday,excluding Siemens holidays
3.Fault Monitoring Option
OpenScale Assurance Base Plan n/a
1.All Services included with the OpenScale Essential Plus Plan
2.Advance Hardware Replacement Option for phones
3.On-Site Telephone Replacement Option: Next Business Day
4.Software Subscription Option:
HiPath 4000 Real-Time IP System Product n/a
HiPath 4000 Manager Product n/a
HiPath 4000 Fault Management Software n/a
HiPath 8000 Real-Time IP System Product
HiPath ProCenter Enterprise Software n/a
HiPath Xpressions Product(voice) n/a
HiPath Xpressions Product(unified messaging) n/a
OpenScape UC Voice n/a
OpenScape UC Application n/a
5.Routine Remote Software MAC Option n/a
Siemens Enterprise Communications, Inc.
"Siemens Enterprise Communications, Inc"is a Trademark Licensee of Siemens AG
HiPath,OpenScale,OpenScape, ProCenter, Prompt Response and Xpressions are trademarks of Siemens Enterprise Communications GmbH&Co.
K.G.or its subsidiaries and affiliates.
"Siemens Enterprise Communications GmbH&Co. K.G."is a Trademark Licensee of Siemens AG
All other company,brand,product,and service names are trademarks or registered trademarks of their respective holders. �7
Z1552 Rev.7(05/10) Page 1 of 6 ('u i cc/(J
/44.41_, i� °F«`!` -n' (CIO 2010-1968
0 g�a yaoi/,
OpenScale Essential Base Plan n/a
(This Plan is not available for the HiPath 3000 Real-Time IP System Product or HiPath 4000 Real-Time IP System Product)
1.Coverage: Regular Hours of 8 a.m.to 5 p.m.,Monday through Friday,excluding Siemens holidays
2. Major Corrective Maintenance Remote Response Time: Four-Hour Response
3.Advance Hardware Replacement,excluding phones
4.Software Maintenance Releases
OpenScale Essential Software Base Plan n/a
(This Plan is not available for the HiPath 3000 Real-Time IP System Product or HiPath 4000 Real-Time IP System Product)
1.Coverage: Regular Hours of 8 a.m.to 5 p.m.,Monday through Friday,excluding Siemens holidays
2. Major Corrective Maintenance Remote Response Time: Four-Hour Response
3. Software Maintenance Releases
1N :
Advance Hardware Replacement Option-Next Business Day n/a
(This Option is not available with the OpenScale Essential Software Plan)
On-Site Telephone Replacement Option-Next Business Day n/a
(This Option is not available with the OpenScale Essential Plan or OpenScale Essential Software Plan)
Plan Options •
Major Corrective Maintenance Coverage Option: Included
24 hours,7 days a week,including Siemens holidays
Major Corrective Maintenance Remote Response Time Option:
Thirty Minute Response n/a
Two-Hour Response Included
Major Corrective Maintenance On-Site Response Time Option: n/a
Two-Hour Response
Software Subscription Option:
HiPath 4000 Real-Time IP System Product n/a
HiPath 4000 Manager Product n/a
HiPath 4000 Fault Management Software n/a
HiPath 8000 Real-Time IP System Product n/a
HiPath ProCenter Enterprise Software n/a
HiPath ProCenter Voice Portal Software n/a
HiPath Xpressions Product(voice) n/a
HiPath Xpressions Product(unified messaging) n/a
OpenScape UC Voice
n/a
OpenScape UC Application
n/a
Routine Remote Software MAC Option n/a
Siemens HiMed Product Support Option n/a
Service Desk Services Option n/a
(This Option is not available with the OpenScale Essential Plan or OpenScale Essential Software Plan)
Fault Monitoring Option n/a
(This Option is required for support on OpenScape UC Voice and the HiPath 8000 Real-Time IP System Product)
SIRA Access Denial Option n/a
(This Option is required if the Customer denies Siemens SIRA access under this Supplement)
n9oO1
Annual Prepayment Option: Included
Extended Term:3 years(Select 3,4 or 5 years)
(This Option is not available for all Products)
Price Protection Option: n/a
Extended Term: years(Select 3,4 or 5 years)
(This Option is not available for all Products)
Z1552 Rev.7(05/10) Page 2 of 6
1. CONDITIONS FOR SERVICES
Any performance by Siemens under each Plan is subject to, and contingent upon, credit approval or worthiness, at Siemens'sole discretion. Sie-
mens reserves the right to modify or withdraw credit terms at any time without notice, and to require guarantees, security or payment in advance of
delivery of the Services.
Siemens reserves the right to inspect the Products prior to accepting such Products under the Plan. You agree to provide written authorization for
Siemens to proceed with such an inspection at your expense. Such inspection is necessary to ensure that the Products, in Siemens'judgment, have
been maintained in accordance with the manufacturers' published user and maintenance documentation and will include, but not be limited to, visual
inspection of the Products, Products' power-up,verification of their operation and verification of the current Software revision levels. If required by Sie-
mens in order to include such Products under the Plan, you agree to upgrade the Products at your expense. Siemens will invoice you its then-current
prices for such upgrades. You agree to pay Siemens its then-current labor charges for the inspection. In addition, you agree to pay Siemens its actual
travel expenses, if such travel is outside a 50-mile radius of the supporting Siemens office.
You will provide Siemens full, free and safe access (both physical and virtual)to the Covered Products and your Premises, as necessary, so that
Siemens can perform its obligations hereunder.Siemens'and your responsibilities and obligations are further described in the applicable Plan.
In order for Siemens to perform Services under the Service Desk Services and the Fault Monitoring Options, Siemens may install Siemens-
provided monitoring agent Software on certain Covered Products provided by you,and may also install Siemens-provided service gateway Products,at
the applicable Premises (collectively Siemens-provided monitoring Products). Siemens will identify the specific type of Siemens-provided monitoring
Products in the Plan's procedures manual. Such Siemens-provided monitoring Products are for Siemens' use only and not to be used by you. You
agree to provide a secure environment for the Siemens-provided monitoring Products. Siemens retains title to the Siemens-provided monitoring Prod-
ucts and is responsible for the maintenance of such Products.You will give Siemens reasonable access to Premises and the Covered Products in order
to disconnect and remove the Siemens-provided monitoring Products,at its expense, at the expiration of the Term or Renewal Term of earlier termina-
tion of this Supplement. You will not convey, transfer, sell, or assign the Siemens-provided monitoring Products and will keep the Siemens-provided
monitoring Products free from all claims, liens, security interests, encumbrances and legal processes. The Siemens-provided monitoring Products are
personal property and must not be regarded as part of the real estate. You are responsible, at your expense, for any loss or damage to the Siemens-
provided monitoring Products whether caused by your negligence or any other reason,including but not limited to,those events described in Section 6,
excluding fair wear and tear while such Products are on your Premises.
2. TERM
The Plan will have a one-year term of service(Term)commencing on the Term Commencement Date specified in the Supplement for the Covered
Products installed at the Premises. The Term will be renewed automatically for successive one-year Terms subject to Siemens' then-current Supple-
ment including the Plan, then-current Attachments, if applicable, and then-current Quote for the Plan, unless either party gives the other party written
notice of its intent not to renew at least ninety days'prior to the expiration of the current Term.
Notwithstanding the foregoing, if you have selected, and Siemens has agreed to, the Annual Prepayment Option(APO)or Price Protection Option
(PPO)described in the Plan,that Plan will have the agreed-upon Extended Term as defined therein.
The Term or,if applicable,the Extended Term may be terminated earlier in accordance with the terms described in Section 4.
3. SERVICE READY
The Services under the Service Desk Services and Fault Monitoring Options Services are defined to be available and ready for your use when ei-
ther(a)Siemens has completed its obligations under the Plan related to such options and which are designated to be completed in order to perform the
Services in the Plan and Siemens has sent you a written notice that the Services are service ready, or(b)thirty days after Siemens has provided you
with written notice that Siemens has attempted to perform such obligations under the Plan but is unable to complete such obligations because of your
failure to promptly complete your obligations under the Plan. In the event Siemens is unable to complete its obligations due to your delay or failure in
completing your obligations, Siemens will identify such outstanding responsibilities in its written notice to you. Siemens will commence billing and you
will be obligated to pay for Services under the Service Desk Services and Fault Monitoring Options when such Services are service ready,as defined in
this Section 3.
4. PURCHASE PRICE, PAYMENT AND CHANGES
(a) Purchase Price
The Purchase Price specified on the Quote in the initial Supplement is based on: (a)the Plan and Options,selected by you; (b)the list of Products
specified in the Quote, and (c)the List of Covered Products specified in Attachment A, if applicable. The applicable pricing methodology will be identi-
fied in the Quote.
Adjustments to the Purchase Price specified in the Quote may be made before the Term Commencement Date to reflect additions and deletions
based on the charges in effect at the time you and Siemens signed the Supplement.Any Products added to the initial Supplement will be serviced in
accordance with the applicable Services available for that particular type of Product.
Siemens will review the Covered Products annually for additions and deletions and will make appropriate adjustments to the Purchase Price. Not-
withstanding the foregoing, for MAC Products on a Schedule A Ordering Document that receive a specific stand-alone warranty from Siemens, Sie-
mens will invoice you for the incremental Services for such MAC Products immediately upon the expiration of the warranty period and not on the annual
anniversary date of the Plan.All additions will be subject to Siemens'then-current Purchase Price.
For any subsequent Renewal Term, Siemens will charge you its then-current charge for the applicable Services. The applicable revised Services
charge will be effective on the Renewal Term Commencement Date. Any required Implementation Services for Services during the Renewal Term will
be charged to you at Siemens'then-current Implementation Services charges.
(b) Changes
You may add or delete any Option available hereunder by giving Siemens thirty days' prior written notice. Any Option selected by you during the
Term or,if applicable, Extended Term will be subject to the terms in your existing Plan.
You may elect to increase the number of any Covered Products that appear on the List of Covered Products in Attachment A. In such event, the
Quote will be revised and signed by the parties.The revised billing will be invoiced to you based on:(a)Siemens'then-current Implementation Services
charge; and (b) the applicable Services charge for the Covered Products, which will be based on the same Services charge for the same Covered
Products specified in Attachment A. Deletions,or reductions, if any,will be credited subject to a reduction liability charge,which will consist of Siemens'
non-recoverable charges related to the reduction, as defined below in Section 5, and the reduction in Services charges. The reduction liability charge
will be amortized in equal increments over the remaining months in the Term or Renewal Term,as applicable and any unpaid reduction liability charges
as of the termination of the Plan shall be paid to Siemens within thirty days of such termination. All adjustments to the billing amount in the Quote will
be processed in the next monthly billing cycle.
Z1552 Rev.7(05/10) Page 3 of 6
The Implementation Services will include a charge for Siemens-provided monitoring Products that will be provided to you in order for Siemens to
fulfill its obligations under this Plan.You agree to pay to Siemens all travel and living expenses incurred by Siemens, including reasonable travel time,
to perform its on-site Services during the initial Implementation Services phase of the Plan, if on-site Services are required, and if applicable, for any
additional on-site Implementation and other monitoring or service desk Services during the Term or Renewal Term.
Siemens may change the hourly rates and minimum charges for Regular and Overtime Hours at any time and without prior notice.
(c) Payment
Siemens will invoice you the Purchase Price quarterly in advance, excluding the Annual Prepayment Option(APO),which will be invoiced annually
in advance.
You agree to pay to Siemens the Purchase Price and other charges due hereunder. Payment is due within thirty days after the date of each Sie-
mens invoice. Siemens,at its option, may: (a)impose a late payment charge of 1.5%per month on any amount due that is not paid by such due date;
and (b)suspend Services in the event your payments are not current under the Supplement, or the Agreement for Products or Services relating to the
Covered Products.The late payment charge will accrue from such invoice date until full payment is received.
5. TERMINATION FOR CONVENIENCE
Subject to the Plan pre-requisite purchase obligations in Section 1,you may terminate a Plan prior to its Term Commencement Date.
Upon ninety days' prior written notice to Siemens, you may terminate a Plan at any time during a Term or, if applicable, Extended Term,which ter-
mination will be effective at the end of the last day in the ninety day period,subject to the following termination charges:
(a) Services Term or Extended Term: Siemens will invoice you, and you agree to pay Siemens, an amount equal to the Purchase Price under
the Plan for the remainder of the current Term.
(b) APO Extended Term: In addition to any other rights Siemens may have under the Agreement, Siemens will invoice you, and you agree to
pay Siemens, a termination charge consisting of: (1)an amount equal to the Purchase Price under the Plan for the remainder of the current
annual period in the Term without the price protection and the three percent discount received by you under the APO; and (2) an amount
equal to any price protection to the Purchase Price you may have received under the APO prior to termination; and the three percent dis-
count.
(c) PPO Extended Term: In addition to any other rights Siemens may have under the Agreement,Siemens will invoice you,and you agree to pay
Siemens,a termination charge consisting of: (1)an amount equal to the Purchase Price under the Plan for the remainder of the current annual
period in the Term without the price protection received by you under the PPO; and (2) an amount equal to any price protection to the
Purchase Price you may have received under the PPO prior to termination.
6. SERVICES FOR ADDITIONAL CHARGE
You will be billed at Siemens'then-current hourly time and material charges for Services performed by Siemens due to any of the following circum-
stances:
a) Your failure to timely perform Customer Responsibilities, follow Siemens'or the manufacturers' installation, maintenance, environmental or op-
erational instructions for the Products,Covered Products,and, if applicable,Siemens-provided monitoring Products;
b) Your failure to maintain your network in accordance with the minimum network performance requirements specified by Siemens,if applicable;
c) Your failure to implement current,or current minus one,versions of the Covered Product's Software;
d) Events of Force Majeure;
e) Theft,vandalism, malicious or criminal acts(including but not limited to,worms,Trojan horses or viruses);
f) Water damage;
g) Work performed by persons other than Siemens personnel or without Siemens supervision or prior written approval;
h) Changes to the operating system,network or environment that adversely affects the Software within a Product;
i) Introduction of data into any database used by the Covered Product Software by any means other than the use of the Product Software;
j) Use of the Covered Products in a manner for which they were not designed;
k) Use of the Covered Product Software on equipment other than the equipment for which such Covered Product Software was designed and li-
censed;
I) Interconnection of the Covered Product Software by qualified personnel with other software other than through Siemens provided interfaces and
tools as described in the Covered Product's documentation;or
m) Service calls necessitated by products that are not Covered Products or requested on an expedited basis.
7. SOFTWARE LICENSE TERMS
Software Maintenance Releases delivered to you under a Plan are subject to the Software license terms between you and Siemens.
8. DISCLAIMER OF WARRANTY
THE MAINTENANCE SERVICES HEREUNDER WILL BE PROVIDED IN A PROFESSIONAL AND WORKMANLIKE MANNER AND ARE IN ALL
OTHER RESPECTS PROVIDED"AS-IS",WITH NO WARRANTY OF ANY KIND, INCLUDING BUT NOT LIMITED TO, EXPRESS,STATUTORY OR
IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
NON-INFRINGEMENT.
9. PRODUCTS END OF SUPPORT
Siemens may discontinue or limit its Services in the event Siemens or any third-party manufacturer of the Covered Products declares"end of life
and/or support" or similar designation (End of Support)for such Covered Products. Upon such End of Support declaration, Siemens will notify you in
accordance with the terms in Section 14.
10. LIMITATION OF LIABILITY
IN ADDITION TO THE LIMITATION OF LIABILITY PROVISIONS DESCRIBED IN THE REFERENCED AGREEMENT, SIEMENS WILL NOT BE
LIABLE TO YOU FOR(a)ANY COSTS RESULTING FROM HACKING, UNLAWFUL INTRUSION, ISSUES WITH NETWORK SECURITY,OR LONG
DISTANCE OR NETWORKING CHARGES; OR (b) YOUR RELIANCE ON THE PRODUCTS OR THE SOFTWARE FOR COMMUNICATIONS IN
CRITICAL, LIFE THREATENING OR EMERGENCY SITUATIONS(e.g.911).
11.INTELLECTUAL PROPERTY RIGHTS
Siemens will own all intellectual property rights including, but not limited to, patents, copyrights, trademarks and similar proprietary rights in the
deliverable items developed in the course of providing Services, which will not be considered works made for hire. You acknowledge that Siemens
provides Services for others,and agree that nothing herein will be deemed or construed to prevent or preclude Siemens from developing for itself,or for
Z1552 Rev.7(05/10) Page 4 of 6
others, materials which are competitive with those produced as a result of the Services provided, irrespective of their similarity to items which may be
delivered to you under such Plan.
12. EXPORT COMPLIANCE
Products and Services sold by Siemens under the Agreement are for domestic consumption. Any export of such Products or Services must be
made in compliance with applicable U.S. laws. YOU AGREE TO INDEMNIFY AND HOLD SIEMENS HARMLESS FROM ANY AND ALL COSTS, LI-
ABILITIES, PENALTIES, SANCTIONS AND FINES RELATED TO YOUR NON-COMPLIANCE WITH APPLICABLE EXPORT LAWS AND REGULA-
TIONS.
Siemens will not be obligated to perform any obligations under the Agreement, and will not incur any liability or consequence as a result of such
non-performance,to the extent that performance would constitute a violation of, or would result in,the imposition of any sanctions under any law, regu-
lation or other applicable national or international foreign trade and customs requirements or embargos.
13. RECRUITING AND HIRING
For a period of one year after the expiration or termination of the Term or, if applicable, Extended Term, you will not recruit or attempt to hire Sie-
mens employees,subcontractors or agents,who perform Services for you,without Siemens'prior written consent.
14. NOTICES
Any notice required under this Supplement will be in writing and delivered to the addresses specified on page one. Such notice may be sent by: (a)
certified mail, return receipt requested; (b) overnight delivery service; or(c)facsimile; and will be deemed to have been given in the case of certified
mail, five days after the date of mailing, in the case of overnight delivery, one day after being given to an express overnight courier, or in the case of
facsimile, upon transmission as indicated by confirmation. Either party may from time to time change its address or designee for notification purposes
by giving the other party written notice of the new address or designee and the date upon which it will become effective as may be specified by similar
notice.
15.ORDER OF PRECEDENCE
The following order of precedence, from highest to lowest priority, shall prevail upon the applicable documents under this Agreement: (a)Custom
Exhibit or Amendment, the highest precedent to the most recent document in time; (b)Supplement Ordering Document; (c)Services Plan; (d) State-
ment of Work; (e) Quote; and (f)the Referenced Agreement. Any inconsistent or pre-printed terms on your Purchase Order or written notification from
you without the prior written agreement of Siemens is void.
Accepted by:
Weld County Government Siemens Enterprise Communications, Inc.
(� Customer +/ . L C^
BY er Jt'(i.7 Jf�Qutho r✓1CJ LU By I/�u/^v,�,�r, I/V
J / jAuthorized Signature �n , � � thorized Si �re
Douglas Rademacher, Chair _Aur 2 3 2010 1 1 L " A � Ct-69av, sh/9/ (0
Name(Type or Print) Date Name(Type or Print) U l Date
Board of Weld County Commissioners
Z1552 Rev.7(05/10) Page 5 of 6
Attachment A
List of Covered Products
Customer Name and Invoice Address:
Same as page 1
Date:
Z1552 Rev.7(05/10) Page 6 of 6
Hello