HomeMy WebLinkAbout20082577.tiff RESOLUTION
RE: APPROVE AGREEMENT FOR PHONE SYSTEM UPGRADE AND AUTHORIZE CHAIR
TO SIGN - SIEMENS COMMUNICATIONS, INC.
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with an Agreement for a Phone System
Upgrade between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, on behalf of the Department of Communication Services, and
Siemens Communications, Inc.,commencing upon full execution,with further terms and conditions
being as stated in said agreement, and
WHEREAS,after review, the Board deems it advisable to approve said agreement, a copy
of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Agreement for a Phone System Upgrade between the County of Weld,
State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf
of the Department of Communication Services,and Siemens Communications, Inc., be,and hereby
is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to
sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted by
the following vote on the 24th day of September, A.D., 2008.
,3';lt„' BOARD OF COUNTY COMMISSIONERS
1 ELD COUNTY, COLORADO
ATTEST: la" f CUSED
liam H. Jerke, Chair
Weld County Clerk to the B � ><"Y
CUSED
E, Robert [M n, Pro-Tem
BY: Cl a /��G
Dep Cler the Boar
W: /m F. Garcia, Acting Chair Pro-Tem
AP O D ORM:
David E. Long
Co y Attorney
toia(•
cq ougl Rademac er
Date of signature:
2008-2577
CM0017
(3.O PSC/ ) to/0 o &
EPO SCHEDULE A Page 1 of 7
SIEMENS
SCHEDULE A
PRODUCTS ORDER
Date: 9/18/2008
Customer Name and Invoice Address:
WELD COUNTY Quotation No.: E08E0918511901
1401 N 17 AVE Last Modified: 9/18/2008 12:38
GREELEY,CO 80631
Agreement Type: (x)APS
()Other
Product(s)Location Address(Premises):
Main Site Reference Agreement No.: 1327
1401 N. 17th Av. Reference Exhibit No(s): SDST MST
Greeley,CO 80631
Customer Contact:Susan Quick
Email:squick@co.weld.co.us
Intended Cutover/
Siemens Region Office Address: Implementation/Installation 10/15/2008
Siemens Enterprise Communications, Inc. Date:
7810 Shaffer Parkway
Suite 100 Quote Expiration Date: 1/16/2009
Littleton,CO 80127
Siemens Contact:Tom Yetzer
Scope Of Work: Siemens will provide the Products and/or Services,as applicable,as further set forth beginning on the next page.
Purchase Price excluding sales tax: $16,224.13
By signing this Ordering Document(Schedule A),Siemens Communications,Inc.(Siemens)and the Customer(you)agree that the terms of
the referenced Agreement for Products and Services(APS)or other agreement,whichever is applicable(Agreement),and the referenced
Exhibit(s)apply to the Products and Services listed in this Schedule A.Site-specific terms are set forth herein.The prices in this Schedule A
are valid provided Siemens receives the Schedule A and,if applicable,the referenced Agreement,signed by you,on or before the Quote
Expiration Date specified above,and these documents are acceptable to Siemens.
Accepted By:
WELD COUNTY Siemens Communications,
Inc.
•
By: BYE / "� w- ate/y Au orized Signature Authorized Signature
William F. Garcia 09/24/2008 Nadine Hocking 9/Vat
(Type or Print) Date Name(Type or Print) Dat vo
Chair Pro-Tem
•
EPO REL 1.7.1 'J
2008-2577
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Schedule A
9/18/2008
Quotation No.E08E0918511901
9/18/2008 12.38
SITE-SPECIFIC TERMS
For:WELD COUNTY
This Schedule A,which contains proprietary Product,Services and pricing information,has been prepared for the express purpose of allowing
you to evaluate the information contained herein relating to the Product and Services offering of Siemens.Except as otherwise required by law,
it may not be reproduced,used by or disclosed to persons not employed or retained by you for the evaluation and implementation of this
Schedule A without Siemens'prior written consent.
Any performance by Siemens against this order is subject to,and contingent upon,credit approval or worthiness,at Siemens'sole discretion.
Siemens 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 Products and/or Services.
It is your responsibility to comply with all laws,rules,and regulations applicable to your use and operation of recording adapters.You agree that
Siemens,its suppliers and subcontractors,are not responsible for your operation and use of the recording adapters in contravention of laws,
rules and regulations,even if Siemens is aware of the actual or intended use and operation.You will indemnify and hold harmless Siemens,its
suppliers,and subcontractors from and against any loss,claim,damage or liabilities(or actions in respect thereof that may be asserted by any
third party)that may result from any third party claims to the extent such liabilities result from the use of the recording adapters in contravention
of laws,rules and regulations.You will reimburse Siemens for all expenses,including counsel fees,as incurred by Siemens in connection with
any such action or claim.
If this Schedule A only contains Products,the payment terms for this Schedule A are as follows:You will receive a first invoice for 25%of the
Purchase Price,which is due no later than 30 days after your execution of the Schedule A;and a second invoice for the remaining 75%of the
Purchase Price,which is due no later than 30 days after the delivery of any of the Products to the Premises. 100%of the total Products
transportation charges and applicable taxes and governmental fees,for which you are liable,will be invoiced to you as separate line items on
the second invoice,and are due at the same time as the payment of the Purchase Price on the invoice.
If this Schedule A contains Products and installation Services,the payment terms for this Schedule A are as follows:You will receive a first
invoice for 25%of the Purchase Price,which is due no later than 30 days after your execution of the Schedule A;a second invoice for 50%of
the Purchase Price,which is due no later than 30 days after the delivery of any of the Products to the Premises;and a third invoice for the
remaining 25%of the Purchase Price,which is due no later than 30 days after the Cutover Date of the Products.75%and 25%of the total
Products transportation charges and applicable taxes and governmental fees,for which you are liable,will be invoiced to you as separate line
items on the second and third invoices,respectively,and are due at the same time as the payment of the Purchase Price on each invoice.
This Schedule A and any subsequent Installation Change Order does not provide any estimated taxes.Exact taxes will be verified against local
sales tax regulations and reflected in Siemens'invoices to you.
Should you elect to lease-finance the Products set forth on this Schedule A,Siemens must receive the following paperwork no later than 30
days prior to the Cutover,Implementation or Installation Date of the Products:(1)a Purchase Order or similar document and a valid,properly
executed Resale Exemption Certificate from your leasing company,and(2)a properly executed Siemens Assignment of On-Order Products
document.Siemens will not invoice you the applicable taxes upon receipt of the aforementioned documents provided it receives them prior to
the time frame specified in the previous sentence.If Siemens does not receive the aforementioned leasing documentation by the time it is
required by contract to invoice you the applicable taxes,the order will be considered a"sales"transaction,and you will be liable for such taxes
to Siemens as Siemens is liable to pay such taxes to the applicable State.Notwithstanding the foregoing,you are still required to make the
applicable progress payments to Siemens,or arrange to have your leasing company to make such progress payments to Siemens,in
accordance with the time frames in the Schedule A(excludes leases transacted through the Siemens Equipment Finance Division of Siemens
Financial Services,Inc.,formerly Siemens Credit Corporation).
In the event you fail to make any payments when due under the Schedule A or subsequent orders relating to the Products,Siemens may
immediately suspend performance until payment is received.If any amount due is not paid in accordance with the specified terms,you agree to
pay Siemens on demand,as a late charge,1 5%per month,limited by the maximum rate permitted by law,on such overdue amount.The late
charge will accrue from such due date until such amount is paid.
Notwithstanding anything to the contrary in the Agreement,you are responsible for the Products'transportation charges to your Premises.
These charges will be based on the pre-tax net purchase price of the equipment portion of the Products specified in the Schedule A and ICO
and will be included on an invoice to you.
Complete the following if you would like to receive an introduction to Joint Users of Siemens Technologies-United States(JUST-US)
Contact Name.
Company Name:
Mailing Address'.
Telephone No:
Siemens shall not be obligated to perform any obligations under this agreement and shall 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,regulation or other applicable national or international foreign trade and customs requirements or embargos.
If Siemens is providing installation Services,and Siemens determines that a site survey is required,the prices in this Schedule A are preliminary
prices pending a full site survey of the Premises.Final prices will be provided only after completion of such a survey.Siemens provides remote
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project management and eight hours of in-service support as a default with all Siemens provided installations.On-site project management and
flexible deployment services are listed as budgets to provide services based on the presented requirements of the installation.
You have purchased Voice over Internet Protocol(VoIP)Products on this Ordering Document that will necessitate your network to comply with
the minimum network performance requirements provided to you by Siemens.In order for such VoIP Products to operate in accordance with the
manufacturers'published functional specifications,Siemens must receive a completed network assessment from you that confirms such
compliance,as determined solely by Siemens.You may request Siemens to perform a network assessment under Siemens'then-current terms
and charges.
Any education and training ordered under a Purchase Order must be completed in total within six months after(i)the later of the shipment date,
Cutover Date or date of acceptance,as applicable,for the Product(s)set forth under the Purchase Order,or(ii)the signature date on the
Purchase Order document if only education or training Services,and no Product(s),are set forth under the Purchase Order.In the event any
ordered education and/or training is not completed in such period,Customer shall be deemed to have cancelled the training and/or education.
The Customer agrees that any damages incurred by Siemens as a result of such cancellation are difficult to ascertain and that as liquidated
damages and not as a penalty,all payments for the training deemed cancelled shall be forfeited by Customer and Siemens will not refund or
credit any charges for such education and/or training,nor apply the amount of any such education and/or training charges to any other ordering
document Customer may place with Siemens in the future.
EPO REL 1.71
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Schedule A
9/18/2008
Quotation No.E08E0918511901
9/18/200812.38
PRODUCTS ORDER
DETAILED LIST OF PRODUCTS AND SERVICES
For:WELD COUNTY
Product(s)Location Address(Premises):
Main Site-1401 N. 17th Av.,Greeley CO 80631 Customer No.:
Location Stations/Connections Summary:
Analog Stations: 0
Digital Stations: 0
IP Stations. 22
SIP Stations. 0
Tmnking Connections: 0
Cornet Connections: 0
Xpressions MAC Qty List Install Discount Total
Xpressions Voice 1 License 20 1,600.00 106.50 (400.00) 1,306.50
Subtotal 1,600.00 108.50 (400.00) 1,306.50
Custom MAC to HiPath 4000 V4 Qty List Install Discount Total
Standard IP Device including license and port 20 12288.60 2,001.89 (3,072.15) 11,218.34
API120 Adapter including license and port 2 1,236.66 638.20 (309.17) 1,565.70
Subtotal 13,525.26 2,640.09 (3,381.32) 12,784.04
SHOPPING LIST Qty List Install Discount Total
Workpoint Accessories
LAN Cable(CAT5),4m,OpenStage/oP 20 192.00 0.00 (0.00) 192.00
Subtotal 192.00 0.00 (0.00) 192.00
EPO REL 1.7.1
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Schedule A
9/18/2008
Quotation No 808E0918511901
9/18/2008 12.38
PRODUCTS ORDER
DETAILED LIST OF PRODUCTS AND SERVICES
For:WELD COUNTY
Product(s)Location Address(Premises):
The Greeley Building-710 11th Ave,Greeley CO 80631 Customer No.:
Location Stations/Connections Summary:
Analog Stations: 0
Digital Stations: 0
IP Stations: 0
SIP Stations: 0
Trunking Connections: 0
Cornet Connections: 0
EPO REL 1.7 1
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Schedule A
9/1812008
Quotation No.E08E0918511901
9/18/2008 12:38
PRODUCTS ORDER
SUMMARY OF PRODUCTS AND SERVICES
For:WELD COUNTY
SiteSlLOcations: List Install Discount Total
Main Site 15,317.26 2,746.59 (3,781.32) 14,282.54
Subtotal 15,317.26 2,746.59 (3,781.32) 14,282.54
SubLabor:
Total
Set,Test IP Phones(20) 720.00
Set,Test Ip Phones(8) 612.00
Training 609.60
Subtotal 1,941.60
Additional Material:
Total
Subtotal 0.00
FIPS: Total
Subtotal 0.00
Pricing Adjustments: Total
Subtotal 0.00
EPO REL 1 7.1
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Schedule A
9/18/2008
Quotation No.E08E0918511901
9/18/2008 12:38
PRODUCTS ORDER
SUMMARY OF PRODUCTS AND SERVICES
For:WELD COUNTY
Stations/Connections Summary:
Analog Stations: 0
Digital Stations: 0
IP Stations: 22
SIP Stations: 0
Trunking Connections: 0
Cornet Connections: 0
SUB TOTALS: Price Running Total
Materials: $15,125.26+ $15,125.26
System Discount: $3,381.32- $11,743.94
Application Discount: $400.00- $11,343.94
Shopping List: $192.00+ $11,535.94
Shopping List Discount: $0.00- $11,535.94
Labor: $2,746.59+ $14,282.53
Labor Hours Adj: $0.00+ $14,282.53
Labor Discount: $0.00- $14,282.53
Sub Labor $1,941.60+ $16,224.13
Additional Materials: $0.00+ $16,224.13
FIPS: $0.00+ $16,224.13
Pricing Adjustments: $0.00+ $16,224.13
NET TOTALS:MAT:$11,535.94+LBR:$4,688.19=TTL:$16,224.13
EPO REL 17.1
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SIEMENS
Supplement for HiPath Lifecycle Plans
Customer Name and Invoice Address: Region Office Address: Reference Agreement No.: 1327
Weld County 1630 Corporate Court
P O Box 758 Irving,TX 75038 Reference Exhibit No.: S410809-226
Greeley, CO 80631
Region Office No.: S41
Products Location Address(Premises): Customer No.: 7044267
1401 North 17th Avenue
Greeley, CO 80631 Term Commencement Date: 5/2/09
Supplement Effective Date: 1/24/09
This Supplement,when signed by Siemens Enterprise Communications, Inc. (Siemens), is Siemens'acceptance of the order from the Customer
(you) for (i) maintenance support Services for Siemens HiPath Products, excluding the Siemens HiPath 8000 Real-Time System Product, under the
HiPath Lifecycle Standard Plan, and its Options, (ii)maintenance support Services for the Siemens OpenScape Unified Communications(UC)Applica-
tion excluding the Siemens OpenScape Unified Communications (UC) Voice application, under the HiPath Lifecycle Standard Plan, and its Options,
and/or(iii) maintenance support Services for the Siemens OpenScape Unified Communications(UC)Video Product under the HiPath Lifecycle Plan for
Siemens OpenScape UC Video Product, (collectively, a"Plan"). A summary of the Plan is described below for the eligible Products(Products)installed
at your Premises specified above. As used in the Supplement and the Plan only, the term "Purchase Price"means charges for Maintenance Services.
The initial Purchase Price for each Plan is specified in the Lifecycle Services Quote Estimate (Quote),which is attached to this Supplement and is in-
corporated herein by reference.Applicable taxes will be reflected in Siemens' invoices to you.
The parties agree that the Plan and the Quote apply to this Supplement and are incorporated herein by reference.A copy of each Plan is avail-
able upon request.
A. HiPath Lifecycle Standard Plan for Siemens HiPath Products(excluding the HiPath 8000 Product) Included
Maintenance Support Services are on the Quote.
Regular Hours of 8 a.m.to 5p.m., Monday through Friday,excluding Siemens holidays, consisting of: Included
1) Two-Hour Remote Response Time or Four-Hour On-Site Response Time for Major Corrective Maintenance within a
Siemens-designated metropolitan area, if on-site Services are provided for a Product;
2) 24-Hour Remote or On-Site Response Time for Minor Corrective Maintenance, if on-site Services are provided for a
Product;and
3) Parts and Materials as described in the Plan.
Software Subscription Option:
HiPath 4000 Real-Time IP System Product
HiPath 4000 Manager Product
HiPath 4000 Fault Management Software
HiPath ProCenter Enterprise Software
HiPath Xpressions Product(voice)
HiPath Xpressions Product(unified messaging)
Major Corrective Maintenance Coverage Option(24x7)(This Option is not available for all Products.)
Major Corrective Maintenance Response Time Option(Two-Hour Response)(This Option is not available for all Products.)
Routine Remote Software MAC Option for IP System Products
Remote Software MAC Option for HiPath ProCenter Products
Remote Software MAC Option for HiPath Xpressions Products
Warranty Credit Option(This Option is not available for all Products and may only be selected in accordance with the terms
described in the Plan.)
"Ti
7 .
Siemens Enterprise Communications, Inc. n `
"Siemens Enterprise Communications, Inc"is a Trademark Licensee of Siemens AG
HiPath, HiMed, OpenScape, ProCenter and Xpressions are trademarks of Siemens Enterprise Communications GmbH&Co. KG. or'(tFsjstsidiaries
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.
Z1362 Rev. 15(10/08) Page 1 of 4
cn1 tC/7
(00 ' ? ) t G'tx � 0 D7-C9
Telephone Replacement Options:(Certain Options are not available for all Products.)
1) On-Site Telephone Replacement Option;
2) Mail-In Telephone Replacement Option;or Included
3) No Telephone Replacement Option.
If you select the Mail-In Telephone Replacement Option,you must complete the following information:
Customer's Coordinator under this Option:Sue Quick
Coordinator's Email Address: squick@co.weld.co.us
Telephone No.:970-336-7200
Customer CP ID No.:
Mailing Address for Parts from Siemens:
1401 North 17th Avenue
Greeley, CO 80631
Telephone Replacement Options for HiPath HiMed MediSet handset/cockpit Products:
1) On-Site Telephone Replacement Option;or
2) Mail-In Telephone Replacement Option. If the Mail-In information required above has not been completed,please do so
now for the HiPath HiMed MediSet handset/cockpit Products if you have selected this Option.
Annual Prepayment Option: Extended Term:3 years(Select 3,4 or 5 years.(This Option is not available for all Products.)This Included
Option and its applicable years may only be selected in accordance with the terms described in the Plan.)
Price Protection Option: Extended Term: years(Select 3,4 or 5 years. (This Option is not available for all Products.)This
Option and its applicable years may only be selected in accordance with the terms described in the Plan.)
B. HiPath Lifecycle Standard Plan for the Siemens OpenScape Unified Communications(UC)Application(excluding the
Siemens OpenScape Unified Communications(UC)Voice application)
Maintenance Support Services are on the Quote.
Regular Hours of 8 a.m.to 5p.m., Monday through Friday,excluding Siemens holidays,with two-hour Remote Response Time. Included
Software Subscription Option
Major Corrective Maintenance Coverage Option(24x7)
Warranty Credit Option
Annual Prepayment Option: Extended 3 Year Term: years(This Option and its applicable years may only be selected in
accordance with the terms described in the Plan.)
Price Protection Option: Extended 3 Year Term: years(This Option and its applicable years may only be selected in
accordance with the terms described in the Plan.)
C.HiPath Lifecycle Plan for Siemens OpenScape Unified Communications Video Product
Maintenance Support Services are on the Quote.
Regular Hours of 8 a.m.to 5p.m.,Monday through Friday,excluding Siemens holidays,consisting of: Included
1) Twelve-Hour Remote Response Time for Major Corrective Maintenance;
2) 24-Hour Remote Response Time for Minor Corrective Maintenance;
3) Software Maintenance Releases;and
4) Parts and Materials as described in the Plan.
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 to the 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.
Z1362 Rev. 15(10/08) Page 2 of 4
•
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 Products
installed at the Premises.The Term will be renewed automatically for successive one-year Terms subject to Siemens'then-current Supplement includ-
ing the Plan,and then-current Quote for the Products under the Plan, unless either party gives the other party written notice of its intent not to renew at
least thirty 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. PURCHASE PRICE,PAYMENT AND CHANGES
(a) HiPath Lifecycle Standard Plan
Siemens will invoice you the Purchase Price quarterly in advance, excluding the Annual Prepayment Option(APO),which will be invoiced annually
in advance.
The Purchase Price specified on the Quote in the initial Supplement is based on: (a)the Plan, and Options selected by you;and(b)the list of Prod-
ucts specified in the Quote.Adjustments to the Purchase Price specified in the Quote may be made before the Term Commencement Date for Mainte-
nance Services to reflect additions and deletions based on the charges in effect at the time you and Siemens signed the Supplement.
Thereafter, Siemens will review the Products annually for additions and deletions and will make appropriate adjustments to the Purchase Price.
Notwithstanding 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 Maintenance 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.A new Quote will be required for any
substantive changes.
(b) General
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 any other agreement for Products or Services relating to
the Products covered by the referenced Agreement.The late payment charge will accrue from such invoice date until full payment is received.
Any Products added to the initial Supplement of each Plan will be serviced in accordance with the applicable Services available for that particular
type of Product.
Siemens may change the hourly rates and minimum charges for Regular and Overtime Hours at any time and without prior notice.
You may add or delete any Option available under the HiPath Lifecycle Standard Plan by giving Siemens 30 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. The Annual Prepayment Option
(APO) and Price Protection Option (PPO) are only available if Siemens generally makes the applicable Option generally available to its Customers at
the time you select this Option. Siemens will provide you with a revised Supplement indicating when such Option will be effective and the Purchase
Price may be adjusted accordingly. If you delete the APO or PPO prior to the expiration date of the Extended Term, specific termination charges apply
as described in Section 4.
4. TERMINATION FOR CONVENIENCE
Subject to the Plan Prerequisite purchase obligations in Section 1, you may terminate a Plan prior to its Term Commencement Date Upon thirty
days' prior written notice to Siemens, you may terminate a Plan at any time during a Term or, if applicable, Extended Term, subject to the following
termination charges:
(a) 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 the termination charges described in Section 4.(a), Siemens will invoice you, and you agree to pay Sie-
mens, a termination charge consisting of: (1) an amount equal to four percent of the total APO Purchase Price you paid to Siemens; and(2)
an amount based on the difference between the amount invoiced and due Siemens under this Option through the date of your termination of
the Option or Plan,and what Siemens could have invoiced you if this Option had not been previously selected by you.
(c) PPO Extended Term: In addition to the termination charges described in Section 4.(a), Siemens will invoice you, and you agree to pay
Siemens, a termination charge consisting of an amount based on the difference between the amount invoiced and due Siemens under this
Option through the date of your termination of the Option or Plan, and what Siemens could have invoiced you if this Option had not been
previously selected by you.
Should you elect not to renew or you terminate a Plan, and there are HiPath Managed Services Plans in effect under a seperate Supplement with
Siemens, such election not to renew or terminate the Plan will not become effective until all HiPath Managed Services Plan Supplements have also
been terminated.
5. 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 follow Siemens'or the manufacturers'installation,maintenance,environmental or operational instructions for the 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 Product's Software;
d) Events of Force Majuere;
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 Product Software by any means other than the use of the Product Software;
j) Use of the Products in a manner for which they were not designed;
k) Use of the Product Software on equipment other than the equipment for which such Product Software was designed and licensed;
I) Interconnection of the Product Software by qualified personnel with other software other than through Siemens provided interfaces and tools as
described in the Product's documentation; or
m) Service calls necessitated by products not serviced by Siemens, not covered under the Plan or requested on an expedited basis.
Z1362 Rev. 15(10/08) Page 3 of 4
•
6. SOFTWARE LICENSE TERMS
Software Maintenance Releases delivered to you under a Plan are subject to the Software license terms between you and Siemens.
7. DISCLAIMER OF WARRANTY
THE SERVICES ARE 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.
8. PRODUCTS END OF SUPPORT
Under the HiPath Lifecycle Standard Plan, Siemens may discontinue or limit its Maintenance Services in the event Siemens or any third-party
manufacturer of the Products, which are a part of the Plan, declares"end of life and/or support" or similar designation (End of Support)for such Prod-
ucts. Upon such End of Support declaration,Siemens will notify you in accordance with the terms in Section 12.
9. 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).
10. 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.
11. 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 described in the Supplement,without Siemens'prior written consent.
12. 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.
13.ORDER OF PRECEDENCE
The following order of precedence, from highest to lowest priority, shall prevail upon the applicable documents under the 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 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 Siemens Enterprise Communications,Inc.
Customer -
By /UT 1-" C. L-' By L
Authorized Signature l utt,horized Si to
William H. Jerke, Chair 12/24/2008 e L ;cur? I21b� l (AName(Type or Print) Date Name(Type or Print) D to
Z1362 Rev. 15(10/08) Page 4 of 4
cXOcf _
SIEMENS
CUSTOM EXHIBIT
Customer Name: Exhibit No.: S410809-226
Weld County
1401 North 17Th Avenue Reference Agreement No.: 1327
Greeley, CO 80631
The following terms apply to the Products and Services Siemens Enterprise Communications, Inc. (Siemens) provides you
pursuant to a Schedule A or Supplement, which references this Exhibit. Such terms will add to, delete or change terms in
the referenced Agreement and its applicable Exhibits.
If there is a conflict, the terms of this Exhibit will prevail over those in the referenced Agreement and its applicable Exhibits.
In accordance with the request to co-term this Annual Prepayment Option beginning on May 2, 2009, the following terms
apply to the Supplement for HiPath Lifecycle Plans that references this exhibit:
1. The Three-year Annual Prepayment Option will commence on May 2, 2009 for the HiPath 4000.
2. Siemens will invoice you for the pro-rated portion of the Three-year Annual Prepayment Option for the following prod-
ucts:
• ProCenter—2/24/2009-5/1/2009
• Xpressions— 1/24/2009-5/1/2009
The parties acknowledge that they have read this Exhibit, understand it, and agree to be bound by its terms.
Further, they agree that this Exhibit is the complete agreement regarding this subject, and supersedes any prior
oral or written communications relating to this subject.
Accepted by: Accepted by:
Weld County Sieme Enterprise Communications, Inc.
Customer t
By II� ' � �-s' By 11 L
Authorized Signature vpifir. A�honzed(�Siigna r
William H. Jerke, Chair 12/24/2008 I L . " ppo 12 I b
Name (Type or Print) Date Name (Type or Print) Date
Siemens Enterprise Communications, Inc.
"Siemens Enterprise Communications, Inc"is a Trademark Licensee of Siemens AG
Z1096 Rev. 5(10/08)
SIEMENS
HiPath Lifecycle Standard Plan
This document describes the Siemens Enterprise Communications, Inc. (Siemens) HiPath Lifecycle Standard Plan and Options(Plan)available to the
Customer(you)for the Siemens-provided HiPath Products and the Siemens OpenScape Unified Communications(UC)Application, excluding the Sie-
mens HiPath 8000 Real-Time System Product and the Siemens OpenScape Unified Communications (UC)Voice application,described on the pricing
page(Quote)of the Supplement Ordering Document(Supplement)or other Siemens Ordering Document.Section 3 describes the specific Products not
included under the Plan and other terms with respect to certain Products.The Products are installed at the Premises specified on the first page of the
Supplement or other Siemens Ordering Document.
1. DEFINITIONS p) Contact Siemens to request Warranty or Maintenance Services for
Customer Responsibilities — You are responsible for performing the the SpectraLink NetLink (Wi-Fi System) Product or SpectraLink Link
following tasks as applicable.You agree to: 150 or 3000 WTS Product as such Products do not have the ability to
a) Assign a person to act as your designated single point of contact automatically contact Siemens. Siemens will provide you with the ap-
between you and Siemens for all matters related to the Warranty Ser- plicable telephone number;
vices or Maintenance Services selected by you in the Plan; q) Install and re-program the SpectraLink NetLink (Wi-Fi System) or
b) Follow the installation, maintenance, environmental or operational SpectraLink Link 150 or 3000 WTS handset(telephone)Part provided
instructions for the Products as described in the Siemens-provided to you by Siemens under its: (1) Warranty Services obligations de-
applicable Product's documentation, (e.g., maintain a current back-up scribed in the Parts and Materials definition in this Section; and (2)
of the Product's database and system files, and store the database Maintenance Services obligations described in the Mail-In Telephone
and system files in a secure location); Replacement Option;
c) Properly train your personnel in the use and application of the Soft- r) Re-program the SpectraLink NetLink (Wi-Fi System) or SpectraLink
ware and the equipment on which the Software is loaded or operating; Link 150 or 3000 WTS handset (telephone) Part provided to you by
d) Load a Software Maintenance Release(SMR), as defined in this Sec- Siemens under the On-Site Telephone Replacement Option;
tion,onto your dedicated servers, non-dedicated servers and personal s) Perform your obligations as described in the Mail-in Telephone Re-
computers upon receipt of a SMR from Siemens; placement Option or No Telephone Replacement Options;
e) Make one back-up copy of the Software, programs,data and licenses, t) Install any Software Upgrades and Software Maintenance Releases in
store the copy in a secure location, and periodically update the back-
by Siemens that such Software Upgrades and Software Maintenance
accordance with Siemens provided instructions,when you are notified
up copy, at a minimum frequency that is no less than each time you
receive an SMR from Siemens; Releases are available; and
u) Install the Warranty card rseed rig Part crib o you by arts and
f) Configure the Software applications to reflect any changes to your under its Warranty Services obligations described in the Parts and
network after the Cutover, Implementation or Installation Date of the Materials definition in this Section inasmuch as Siemens does not
Software applications; provide On-Site Services for the HiPath Sicurity Card Product, of
g) Ensure that the applicable Software application is provided the neces- which the OMNIKEY Product is a part. You agree to install the Part in
sary network account and permissions to ensure full functionality of accordance with the instructions described in the shipping box or In-
that Software; stallation Manual or User Guide, and to return the defective part to
h) Ensure that the Software version level on any Software application Siemens in accordance with the terms described in the fourth through
that is covered under this Plan is at the currently available Software the sixth paragraphs in the Mail-In Telephone Replacement Option.
version level, or the currently available Software version level minus Wherever the term "telephone" is used in this Option, it will be
one; deemed to mean"card reader."
i) Provide to the Public Safety Answering Point (PSAP), employee in- Error — Means any failure of a Product to conform in all material re-
formation for the E911/Automatic Location Identification (ALI) data- spects to the specifications delivered to you on the Cutover, Implementa-
base,and to maintain this information on an ongoing basis; tion or Installation Date of the Product.
j) Provide full, free and safe access to the Products and Premises in Maintenance Services—Means the correction of an Error and delivery
order for Siemens to perform its Warranty Services or Maintenance
Services under this Plan, including full and free remote access to all of other maintenance services and Options performed during the Term or
Products via secure Virtual Private Network(VPN),web-conferencing Extended Term of the Plan.
or other method prescribed by Siemens in its documentation; Major Corrective Maintenance — Means providing Warranty Services
k) Maintain in accordance with the manufacturers' published specifics- for the Software application Products referenced below or the Software in
tions, the hardware and software components within dedicated serv- a Product referenced below, or Maintenance Services for the Products
ers or non-dedicated servers and modems required for any Software referenced below when:
application under this Plan, and ensure that the servers and modems a) Any attendant console(excluding the Siemens-provided HiPath 4000
are installed at all times; UPOe card in a customer-provided personal computer) in a HiPath
I) Maintain your Local Area Network (LAN) and Wide Area Network Real-Time IP System Product cannot place or receive calls;
(WAN) performance levels at levels equal to, but not less than, the b) A minimum of 20% of all trunks, telephones, data ports or HiPath
requirements provided to you by Siemens for the Products; ProCenter Software application agents are inoperative or cannot
m) Maintain connectivity with Siemens network via secure Virtual Private place or receive calls;
Network(VPN)over the Internet in accordance with Siemens-provided c) A Siemens-designated major attached application processor, such
specifications. as a HiPath Xpressions Product, cannot send, receive,or retrieve in-
n) Ensure that any Parts and materials shipped to you for Siemens' use formation;
under this Plan will be stored in a secure and environmentally con- d) A HiPath OpenOffice EE Product cannot send or receive calls;
trolled area until required by Siemens; e) A Software application is completely out of service, inaccessible or
o) Repair or replace any batteries associated with the SpectraLink Net- unusable for its intended purpose;or
Link (Wi-Fi System) Product, SpectraLink Link 150 or 3000 WTS f) A minimum of 20% of the SpectraLink NetLink (Wi-Fi- System),
Product; SpectraLink Link 150 or 3000 WTS Base Station Products are in-
Siemens Enterprise Communications, Inc.
"Siemens Enterprise Communications,Inc"is a Trademark Licensee of Siemens AG
DirX, HiMed, HiPath,OpenOffice,OpenScape,optiPoint, ProCenter, Prompt Response, Sicurity 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.
Z1363 Rev. 18(10/08) Page 1 of 5
operative, or a minimum of 20%of all handset(telephone)Products Software applications and specific configurations. Any questions pertain-
in the SpectraLink NetLink(Wi-Fi-System), SpectraLink Link 150 or ing to future Software application design changes (e.g., upgrade of func-
3000 WTS Products are inoperative. banality and capabilities involving additional Software), or should you
This definition is not applicable to the HiPath OpenScape Product and request Siemens to perform any changes to a Software application's da-
OpenScape Unified Communications Application. tabase, are not included in this definition and are billable to you at Sie-
Major Corrective Maintenance that begins during Regular Hours and mens'then-current charges. Phone Support is not available for the HiPath
is not completed will be continued during Overtime Hours as long as pro- OpenScape Product and OpenScape Unified Communications Applica-
gress is being made, unless you instruct Siemens not to continue beyond bon.
its Regular Hours. Services performed during Overtime Hours will be Port-Any access to a Siemens Product that allows for product function-
billable to you at Siemens'then-current hourly rates for Overtime Hours. ality up to the full capacity of the Siemens Product.
Minor Corrective Maintenance — Warranty Services for a Software Purchase Price—As used in the Supplement and Plan only, Purchase
application Product or Software in a Product, or Maintenance Services for Price means charges for Maintenance Services specified on the Quote,
a Product other than those included in the definition of Major Corrective and as further revised in accordance with the terms in the Supplement.
Maintenance. Regular Hours—means the coverage hours of 8 a.m.to 5 m., Monday
This definition is not applicable to the HiPath OpenScape Product and g g p
OpenScape Unified Communications Application. through Friday, excluding Siemens holidays for Warranty Services and
Maintenance Services under this Plan.A list of Siemens holidays is avail-
On-Site Response—Arrival of a Field Service Technician (FST)at your able from any Siemens office upon request.
Premises to provide Maintenance Services on a Product after Siemens Remote Response—An attempt to provide Warranty Services or Main-
determines that on-site response is required. Siemens will not provide on- tenance Services from a remote Siemens location.
site response Warranty Services for:
a) HiPath Sicurity DirX Products, HiPath Meta Directory DirX Products or Response Time—A target of how quickly Siemens will respond to per-
HiPath Sicurity Card, unless you request on-site billable support for form remote Warranty Services or remote or on-site Maintenance Ser-
such Products; vices on a Product.
b) HiPath Workpoint telephone Products sold as a part of the HiPath Software Maintenance Release (SMR) — Means corrections that are
OpenOffice EEProduct and Spectralink handset(telephone) Products provided on a Customer-specific basis to correct a reported Software
sold as a part of the SpectraLink NetLink (Wi-Fi System) or Spec- Error. Software Maintenance Releases do not include Software Up-
traLink Link 150 or 3000 WTS Products when Siemens performs its grades.
Warranty Services; or Software Upgrade—Means a new Software version that provides new
c) Telephone Products when Siemens provides its Maintenance Ser- feature or functionality capabilities or material, functional enhancements
vices, unless the On-Site Telephone Product Replacement Option is or performance improvements. Software Upgrades, and new features
selected. The On-Site Telephone Product Replacement Option is not
available for the HiPath Workpoint telephone Products sold as a part available with such upgrades, will be provided for an incremental charge
of the HiPath OpenOffice EEProduct. at Siemens' then-current prices unless specifically identified as being
included in the maintenance services.
Siemens will not provide on-site response Warranty or Maintenance Ser-
vices forthe OpenScape Product and OpenScape Unified Communica- Update Services — Means Siemens may make available SMR's and
tions Application. Software Upgrades via a Siemens website that customers entitled to such
Overtime Hours—Any time outside Regular Hours. Warranty Services SMR's and Software d Upgrades may access to obtain such SMR's and
9 Software Upgrades.
for Software or Maintenance Services begun durc e Regular Hours wi be Vendor Coordination—During Regular Hours, Siemens will contact the
continued es intos Overtime Hours a siemens' uethen-current hourly t overtime R
rates, unless you instruct Siemens not to continue beyond its Regular applicable vendors of the non-Siemens Products specified on the Quote.
Hours. After Siemens' initial call to the applicable vendor,Siemens is responsible
for following-up with both you and the vendor until the reported issue has
Part—Means replacement part including components thereof. been resolved and the ticket has been closed.
Parts and Materials—Hardware Parts and materials are provided at no Warranty Services — Means services performed during the Product's
additional charge if associated with Warranty Services or Maintenance warranty period to repair or replace a Product so that the Product sub-
Services for a Product, except for those Parts and materials not covered stantially conforms to the Product's functional specifications in effect on
under Siemens'warranty and maintenance provisions. Each Part is either the Cutover, Implementation or Installation Date of the Product.
a new part or a serviceable used part. Siemens will provide Warranty
Services Parts and materials pursuant to the Hardware Mail-In terms 2. NETWORK CONNECTIVITY
specified in Section 2(b) of the Warranty Services. Siemens, at its sole You must provide connectivity from your network to Siemens'network
discretion, will deliver the Parts and materials to you either on-site by a in order for Siemens to fulfill its obligations under this Plan.
FST or by using another distribution method such as shipping the Parts Additionally, you are responsible for performing the following tasks, at
and materials to you when Siemens provides Maintenance Services. You your expense:
agree that all Parts returned to Siemens or replaced by Siemens will be- a) Review the Siemens-provided minimum specification for connec-
come Siemens'property. tivity and work with Siemens to coordinate the security, routing
Telephone Products are defined as: (a) HiPath Workpoint Products and other logistics; and
such as HiPath optiPoint telephone Products; (b) SpectraLink handset b) Maintain connectivity to Siemens network, including but not limited
Products; and (c) HiPath HiMed MediSet handset/cockpit Products. The to, referring any network outages to your carrier service providers;
terms in this Parts and Materials definition apply to telephone Products, and
excluding the HiPath Workpoint Products sold as a part of the HiPath c) Install SNMP read-only agents on your routers and switches
OpenOffice EEProduct, when Siemens provides it's Maintenance Ser- within your data network at the Premises.
vices under this Plan when the On-Site Telephone Product Replacement 3. WARRANTY SERVICES
Option is selected. Such terms do not apply when you select the Mail-in or (a) Siemens will provide the following Warranty Services during Regu-
No Telephone Replacement Option. When Siemens performs its Mainte- lac Hours:
nance Services for the HiPath Workpoint Products sold as a part of the i) Two-Hour Remote Response Time for Software requiring Ma-
HiPath OpenOffice EEProduct, it will do so in accordance with the second jor Corrective Maintenance;
through seventh paragraphs described in the Mail-in Telephone Replace- ii) 24-Hour Remote Response Time for Software requiring Minor
ment Option inasmuch as the On-Site Telephone Product Replacement Corrective Maintenance;
Option is not available for such telephone Products. iii) Two-Hour Response
Remote Time for the HiPath OpenScape
Phone Support— Siemens will make available a representative to an-
Product and Remote
cape Unified Communications Applice-
swer calls from your designated single point of contact. Such Siemens tion;
representative will answer technical questions pertaining to the Siemens
Z1363 Rev. 18(10/08) Page 2 of 5
iv) Remote diagnostics of the Software Products; Services include Software Upgrades that are generally available from
v) Remote repair of the Software Products; Siemens provided all of the following conditions are met:
vi) Access to Siemens secure standard website and user creden- a) You have selected the Software Subscription Option as part of the
tials in order for you to ascertain the status of your reported standard LifeCycle Services;
Software trouble and its resulting ticket; b) Installed Software is at the currently available Software version
vii) Software Maintenance Releases; level;and
viii)Vendor Coordination for certain Software products; and c) You select this Option prior to the Cutover Date of the initially pur-
ix) Parts and materials for hardware Products covered under this chased Products, or for Customers previously under contract,this
Plan. Option must be selected within thirty days of a Software Upgrade
You are responsible for performing the tasks specified under Cus- to the currently available Software version level.
tomer Responsibilities in Section 1. Siemens shall not provide any Labor or Parts with a Software Up-
Siemens' performance of Warranty Services, at your request outside grade,but such can be purchased for an additional charge.
its Regular Hours, will be billable at Siemens' then-current hourly rates New features available with a Software Upgrade are not included un-
and minimum charges for Overtime Hours. Siemens will provide such der this Option but such can be purchased for an additional charge.
Services on an"as available"basis.
Major Corrective Maintenance Coverage Option (24x7) -This Option
(b)Hardware Mail-Inote
During the warranty period, you will be responsible for hardware is n 24x7 Coverage: all 4 Products:
Coverage: 24 hours,7 days a week, including Siemens holidays,
Product and component problem determination, and, if necessary, the for Major Corrective Maintenance within a Siemens-designated metropoli-
return of defective hardware Parts and materials to Siemens at a desig- tan area.
nated Siemens location. Upon Siemens' receipt of a non-operational or
defective Part from you, Siemens will ship to you, a repaired Part or re- Major Corrective Maintenance Response Time Option (Two-Hour
placement Part within ten days after Siemens receipt of such defective Response)-This Option is not available for all Products:
Part. You agree to install the Part in accordance with the instructions Two-Hour On-Site Response Time for Major Corrective Maintenance
included in the shipping box or described in the Siemens-provided Prod- within a Siemens-designated metropolitan area.
uct's documentation. Routine Remote Software MAC Option for IP System Products:
If Siemens determines that a returned Part is not covered under this Services under this Option will be performed remotely by Siemens
Plan, Siemens will return such Part to you at your expense, and will in- during the hours of 8 a.m. to 5 p.m., Monday through Friday, excluding
voice you for any repaired or replacement Parts previously shipped to you Siemens holidays. A list of Siemens holidays is available from any Sie-
in exchange for such returned Part, at Siemens' then-current time and mens office upon request.
materials charges. Siemens will access the applicable Product via a secure remote ac-
4.MAINTENANCE SERVICES cess to implement certain routine change requests as outlined below.
These changes include,but are not limited to,the following:
Siemens will provide the following Maintenance Services during Regu-
lar Hours: a) Unlimited adds,deletes and changes to the Software database;
a) Two-Hour Remote Response Time or Four-Hour On-Site Re- b) Software feature button table modifications;
sponse Time for Major Corrective Maintenance within a Siemens- c) Class of service changes in accordance with Siemens'standard defi-
designated metropolitan area, if on-site Services are provided for nitions;
a Product; d) Simple Automatic Call Distribution(ACD)changes, (e.g.,adding or
b) 24-Hour Remote or On-Site Response Time for Minor Corrective deleting a user);
Maintenance,if on-site Services are provided for a Product; e) Simple Dialed Number Identification Services(DNIS)changes;
c) Two-Hour Remote Response Time for the HiPath OpenScape f) Change of telephone type;
Product and OpenScape Unified Communications Application; g) Move telephone(Software only with appropriate Customer approval);
d) Parts and Materials for all Products; h) Creation, modification,and assignment of station attributes and fea-
e) Remote diagnostics of the Products; tures as follows:
f) Remote repair of the Products; 1) Extension number;
g) On-site repair for certain Products; 2) Extension's system forwarding;
h) Phone Support; 3) Calling name display;
i) Access to Siemens secure standard website and user credentials 4) Existing class of service;
in order for you to ascertain the status of your reported trouble 5) Pick group;
and its resulting ticket; 6) Hunt group;
j) Software Maintenance Releases; 7) Distribution group;
k) Software Upgrades only for HiPath Sicurity DirX Software and Hi- 8) Auto intercom;
Path Sicurity Card Software; and 9) Buzz target;
I) Vendor Coordination. 10) Existing Software feature table;
You are responsible for performing the tasks specified under Cus- 11) Speaker/display capability;and
tomer Responsibilities in Section 1. 12) Line status extension.
Siemens' performance of Maintenance Services, at your request out- i) Creation,modification,and assignment of limited system attributes as
side its Regular Hours, will be billable at Siemens' then-current hourly follows:
rates and minimum charges for Overtime Hours. Siemens will provide 1) System speed numbers; and
such Services on an"as available"basis.
2) Forced authorization codes.
Options: j) Creation,modification, and assignment of voicemail attributes and
The following Options are available for an additional charge as features as follows:
specified on the Quote if purchased under the Maintenance Services 1) Voicemail profile;
provisions, or under a separate Siemens Ordering Document if pur- 2) Existing voicemail class of service;
chased under the Warranty Services provisions: 3) Voicemail user passwords; and
Software Subscription Option — This Option is not available for all 4) Voicemail distribution lists.
Products: Siemens will provide your designated single point of contact with a
Siemens will provide Software Subscription Option Services, as appli- target completion date at the time the order is received.
cable, during Regular Hours for those Products agreed by Siemens in a
Quote or Siemens Ordering Document. Software Subscription Option
Z1363 Rev. 18(10/08) Page 3 of 5
Remote Software MAC Option for HiPath ProCenter Products: B. Mail-in Telephone Replacement Option:
A pre-requisite for selecting this Option is the Customer's concurrent Under this Option, you will receive a reduction to the Purchase
selection of the Routine Remote Software MAC Option for IP System Price for assuming increased responsibility for the maintenance and
Products. replacement of telephone Products as described herein.
Services under this Option will be performed remotely by Siemens You will perform the initial telephone problem determination and, if
during the hours of 8 a.m. to 5 p.m., Monday through Friday, excluding required, notify Siemens that a Part is required.
Siemens holidays. A list of Siemens holidays is available from any Sie- Siemens will ship to you a Part for delivery on the next business
mens office upon request. day within Regular Hours. Each Part is either a new part or a service-
Siemens will access the applicable Product via a secure remote ac- able used part.You agree to install the Part in accordance with the in-
cess to implement certain routine change requests as outlined below. structions included in the shipping box or described in the Siemens-
These changes include,but are not limited to,the following: provided Product's documentation.
a) Unlimited agent adds and deletes; Within two business days of your receipt of the Part, you agree to
b) ACD group changes; return the non-operational telephone part to Siemens, at your ex-
c) Call type changes;and pense, in accordance with the instructions provided to you, and such
d) Wrap-up code adds,deletes and changes. replaced part will become Siemens'property.
If you fail to return the non-operational telephone part within 10
Siemens will provide your designated single point of contact with a
days after your receipt of the Part, Siemens will invoice you for the
target completion date at the time the order is received.
Advanced call center services,such as IVR scripting related changes, Part at its then-current Parts and materials prices.
If Siemens determines upon receipt of a non-operational telephone
HiPath ProCenter and associated PBX changes for adding new groups,
creating and changing route steps,creating new call types,etc,are not part that the part is not covered under Siemens' maintenance provi-
offered under this Option. Siemens will provide such agreed upon ser- sions, Siemens will return the non-operational telephone part to you at
your expense, and will invoice you for the previously shipped Part at
vices under its Professional Services agreements.
its then-current Parts and materials prices.
Remote Software MAC Option for HiPath Xpressions Products: If Siemens is dispatched to your Premises for service relating di-
A pre-requisite for selecting this Option is the Customer's concurrent rectly to the maintenance or repair of any telephone Product covered
selection of the Routine Remote Software MAC Option for IP System under this Option, you will be charged at Siemens' applicable then-
Products. current hourly rate.
Services under this Option will be performed remotely by Siemens
during the hours of 8 a.m. to 5 p.m., Monday through Friday, excluding C. No Telephone Replacement Option:
Siemens holidays. A list of Siemens holidays is available from any Sie- Under this Option, you will receive a reduction to the Purchase
mens office upon request. Price for assuming increased responsibility for the maintenance and
Siemens will access the applicable Product via a secure remote ac-
phone problem determination and replacement of all telephone Prod-
replacement of the telephone Products. You are responsible for tele-
cess to implement certain routine change requests as outlined below.
These changes include, but are not limited to,the following: ucts,at your expense.
a) Modify auto attendant menus; The following Option is only available for the HiPath OpenScape
b) Forward access menus; Product and OpenScape Unified Communications Application, for
c) Trusted number entry; and the additional charge as specified on the Quote:
d) Creation, modification, and assignment of voicemail attributes and Warranty Credit Option:
features as follows: Under this Option, for the eligible Products, Siemens will apply a thirty
1) Voicemail profile; percent credit to your account, based on your first year post-warranty
2) Existing voicemail class of service; Maintenance Services Purchase Price from Siemens.
3) Voicemail user passwords;and
4) Voicemail distribution lists. The following Options are available to you; provided you select the
Options within the time frame specified therein:
Siemens will provide your designated single point of contact with a
target completion date at the time the order is received. Annual Prepayment Option(APO)
Advanced services for HiPath Xpressions Products, such as changes The following Products are excluded from this Option: SpectraLink
for Unified Messaging and Multi-Site Networking, are not offered under NetLink (Wi-Fi System) Products including handset Products; and Spec-
this Option. Siemens will provide such mutually agreed upon services traLink Link 150 or 3000 WTS Products including handset Products.
under its Professional Services agreements. Under this Option, a three, four or five consecutive one-year Term
(Extended Term) is only available at the time you purchase the original
Telephone Product Replacement Options: These Options are only Products from Siemens, or prior to the expiration of the warranty period of
available under the Maintenance Services provisions. You may se- the original Products at the Premises specified in the initial Supplement.
lect one of the following Options subject to the following terms: After the expiration of the warranty period of the original Products, only a
If a Quote includes a HiPath 4000 Real-Time IP System Product and a three consecutive one-year Term (Extended Term) is available; provided
HiPath HiMed Product, the HiPath Workpoint Products under the HiPath Siemens makes this Option generally available to Customers at the time
4000 Product and the HiPath HiMed MediSet handset/cockpit Products you select this Option. For the HiPath OpenScape Product and Siemens
under the HiPath HiMed Product are not required to be under the same OpenScape Unified Communication Application, the Extended Term is
Option, e.g., On-Site Telephone Replacement Option for the HiPath only available for three years.
Workpoint Products and Mail-In Telephone Replacement Option for the For your agreement to an Extended Term, and your agreement to pay
HiPath HiMed MediSet handset/cockpit Products. However,the No Tele- Siemens the Purchase Price annually in advance, Siemens will grant you
phone Replacement Option is not available for the HiPath HiMed MediSet a four percent discount to be applied against such Purchase Price effec-
handset/cockpit Products. tive on the Term Commencement Date or as stated herein. The APO
Purchase Price is non-refundable.Siemens will not increase the Purchase
The On-Site Telephone Product Replacement Option is not available for
HiPath Workpoint Products sold as a part of the HiPath OpenOffice Price during the Extended Term under this Option. However, all additions
the
the will be subject to Siemens'then-current Purchase Price.
uct.
Should you select this Option during a Term and Siemens agrees to
A. On-site Telephone Product Replacement Option: such request, the four percent discount will be applied against such Pur-
Under this Option, for an additional charge, Siemens will perform chase Price on the next annual anniversary of the Term Commencement
the initial telephone problem determination and, if required, replace Date. Siemens will calculate the APO Purchase Price by using those prices
the telephone Product in accordance with the Parts and Materials in effect on the date Siemens accepts your signed Supplement authoriz-
definition described in Section 1. ing the Extended Term.
Should you select this Option subsequent to selecting the Price Pro-
tection Option (PPO) and Siemens agrees to such request, the Extended
Z1363 Rev. 18(10/08) Page 4 of 5
•
Term of this Option will run concurrently with the Extended Term of the Should you select this Option during a Term and Siemens agrees to
PPO. such request, the Extended Term will be effective on the next annual
Should you delete this Option during the Extended Term, you will be anniversary of the Term Commencement Date. However, the Purchase
subject to the termination charges described in the Supplement. Price will be Siemens' then-current prices in effect at the time Siemens
If during an Extended Term, Siemens extends an offer to you to trade accepts your signed Supplement authorizing the Extended Term.
in any of the Products under this Plan for a replacement version of that Should you select the APO subsequent to selecting this Option and
Product purchased directly from Siemens, Siemens will apply towards its Siemens agrees to such request, Siemens will not increase the Purchase
final progress payment invoice for the replacement Product described on Price during the Extended Term under this Option. However,all additions
a Schedule A, an amount equal to the unused portion of the APO Pur- will be subject to Siemens'then-current Purchase Price.
chase Price, if any, paid to Siemens for the then-current one-year Term. Should you delete this Option during the Extended Term, you will be
Siemens will calculate such unused amount by prorating the APO Pur- subject to the termination charges described in the Supplement.
chase Price paid for such one-year period. In addition, Siemens will waive At the end of the Extended Term, at Siemens' sole discretion, this
the termination charges described in the Supplement. Option may be extended on a year-to-year basis under the same terms as
At the end of the Extended Term, at Siemens' sole discretion, this described herein. Otherwise, Siemens will continue to provide its Mainte-
Option may be extended on a year-to-year basis under the same terms as nance Services under the Plan,without this PPO,at its then-current terms
described herein. Otherwise, Siemens will continue to provide its Mainte- and prices.
nance Services under the Plan,without this APO,at its then-current terms
and prices. 5. GENERAL
Customer-provided Products are not covered under this Plan.
Price Protection Option(PPO) The HiPath ProCenter Prompt Response Interactive Voice Response
The following Products are excluded from this Option: SpectraLink (IVR)Product is not covered under this Plan.
NetLink (Wi-Fi System) Products including handset Products; and Spec- Value added applications created by you and applied to the HiPath
traLink Link 150 Products including handset Products. OpenScape Product or OpenScape Unified Communication Application
Under this Option, a three, four or five consecutive one-year Term under this Plan are not covered by this Plan.
(Extended Term) is only available at the time you purchase the original Siemens-provided Server Products, including third-party Software
Products from Siemens, or prior to the expiration of the warranty period of applications therein, are not covered under this Plan.
the original Products at the Premises specified in the initial Supplement. Siemens-provided Impact Technologies PhoneGuide and PhoneGuide
After the expiration of the warranty period of the original Products, only a LIVE Software is covered under the Warranty Services provisions under
three consecutive one-year Term (Extended Term) is available; provided this Plan.Siemens offers no Maintenance Services for this Software.
Siemens makes this Option generally available to Customers at the time Siemens-provided Synercard Card Management Systems (CMS)
you select this Option. For the HiPath OpenScape Product and Open- Products, Fargo Printer Equipment, HID Multi-Technology Card Equip-
Scape Unified Communication Application, the Extended Term is only ment and OMNIKEY Card Reader Equipment,which are sold as a part of
available for three years. the HiPath Sicurity Card Product, are not covered under this Plan. Not-
For your agreement to an Extended Term, Siemens will protect the withstanding the foregoing, the OMNIKEY Card Reader equipment is
Purchase Price as specified herein. The annual Purchase Price for each covered under the Warranty Services provisions under this Plan. Such
year of the Extended Term will be based on the lower of: Warranty Services are limited to replacing defective equipment in accor-
1) The percentage change specified in the Consumer Price Index for dance with the terms described under the Part and materials definition
All Urban Consumers, U.S. City Average, for the month of De- and item s)under Customer Responsibilities in Section 1.
cember of the prior year, as reported by the Department of Labor; Siemens-provided SDC Products, such as SDC IntelliDesk, SDC In-
or telliSpeech and SDC WebServices, are not covered under this Plan. Sie-
2) Siemens'then-current Purchase Price. mens offers no warranty or maintenance support Services for such SDC
However, all additions will be subject to Siemens' then-current Purchase Products.
Price.
Z1363 Rev. 18(10/08) Page 5 of 5
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