HomeMy WebLinkAbout920404.tiff RESOLUTION
RE: APPROVE INSTALLATION OF ROLM 9751, MODEL 50 PHONE SYSTEM AND AUTHORIZE
CHAIRMAN TO SIGN NECESSARY DOCUMENTS
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, Weld County installed a Dimension 2000 phone in 1979-80 that is
becoming obsolete and costly to maintain, and
WHEREAS, a strategic plan for a coordinated phone system was developed in
1985 and updated in 1988 selecting a Rolm phone system that could be expanded for
future county needs, and
WHEREAS, a report dated April 24, 1992 on the advantages and disadvantages
of a new Rolm phone system was presented to the Board of County Commissioners on
May 4, 1992, with a financial payback of less than five years, and
WHEREAS, it is recommended that a Rolm 9751, Model 50 phone system be
installed to replace the Dimension 2000 system for financial savings and improved
phone services, and
WHEREAS, the recommended system, as detailed on Schedule A attached hereto
and incorporated herein by reference, is $260, 407 plus $14, 193 for back-up power
supply, for a total cost of $274,600.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the proposed Rolm 9751, Model 50 phone system be, and
hereby is, approved for installation to replace the Dimension 2000 system at a
total cost of $274, 600.
BE IT FURTHER RESOLVED by the Board that the Chairman be, and hereby is,
authorized to sign all the necessary documents to effectuate this transaction.
The above and foregoing Resolution was, on motion duly made and seconded,
adopted by the following vote on the 11th day of May, A.D. , 1992.
BOARD OF COUNTY COMMISSIONERS
ATTEST: h{ A� 'i „rJ a WELD COUNTY, COLORADO
/ _,,r. 41114 4211
Weld County Clerk Y to{T the VBoard rtTi ha �T1
George KenTiedy, Chairman
BY: J._ _ YLer am onstance
`///�lfQi"�, ' ;` llyi-/tv..cf
Deputy Cle to the Board Co L. Harbert, Pro-Tem
APPROVED AS FORM:
C. W. Ki
County Attorney G . ac
W. . Webster
po c,or.. ti 920404
CC
RULIVI Company HUL Wutx, UUOJ±
SCHEDULE A
Order Type: (X) System Order Agreement Type: ( ) APS
( ) MAC Order ( ) ESIA
( ) MSSMA
Customer Name and Invoice Address: Reference Agreement No . :
WELD COUNTY Reference Exhibit Nos. : IRBCS-4
915 10TH STREET RCWS-3
GREELEY, CO 80631
Quotation No. : A673600 O1B
System Location Address (Premises) : Intended Cutover Date:
(if different from above) (For System orders)
Intended Installation Date:
(For MAC orders)
Customer No. :
ROLM Branch Office Address: ROLM Branch Office No. : M14
ROLM COMPANY Pricing Validity
4700 SO. SYRACUSE PKWY. Expiration Date: 07/31/92
TOWER 3 , 5TH FLOOR
DENVER, CO 80237 Page No. : 1 of
By signing this Schedule A, ROLM Company (ROLM) and the Customer (you) agree
that the terms of the referenced Agreement for Products and Services (APS) ,
Equipment Sales and Installation Agreement (ESIA) or Master System
Sales and Maintenance Agreement (MSSMA) and the referenced Exhibit( s) apply
to the Products, Software, Programs and Services listed in this Schedule A.
The prices in this Schedule A are valid if it and the referenced Agreement,
signed by you, are received by ROLM on or before the Pricing Validity Expiration
Date specified above, provided they are accepted by ROLM.
The Products, Software, Programs and Services are set forth in this
Schedule A beginning on the next page.
ROLM is a registered trademark of ROLM Systems
Accepted by:
ROLM Company Alert ck,
<� ,c/ _r
Customer
By .-- ISS[� By
Authorized Signature Autho ized Signature
G4a/A bash-sit S--/s- berecc 2LeEi)11
Name (Type or Print) Date Name (Type or Print) Date
WELD COUNTY A86615 H
SCHEDULE A
RETAIL QUOTE NBR: A673600 01B
SUMMARY CONFIGURATION EQUIPPED WIRED
DIGITAL VOICE/DATA PORTS 432 448
ANALOG VOICE PORTS 64 80
ATTENDANT CONSOLE PORTS 2 2
DIRECT TRUNK PORTS 56 64
T1DN PORTS 24 72
TOTAL 578 666
NEW INSTALLED EQUIPMENT QTY PRICE INSTALLATION TOTAL
ROLM SYSTEM
9005 MODEL 50 CABINET 1 (AC) 1 68000 5292 73292
EQUIPPED PORTS
16-CHANNEL DIGITAL VOICE/DATA INTERFAC 26 78000 5226 83226
8-CHANNEL ANALOG VOICE INTERFACE 2 3600 198 3798
8-CHANNEL ANALOG OPS8 INTERFACE (9005) 6 10800 4398 15198
8-CHANNEL CENTRAL OFFICE TRUNK INTERFA 7 12600 1834 14434
24-CHANNEL T1 TRUNK INTERFACE 1 2750 934 3684
ATTENDANT CONSOLE CONTROLLER INTERFACE 2 800 518 1318
ROLM SYSTEM SUBTOTAL 176550 18400 194950
APPLICATION PROCESSORS
INITIAL 4-CH PHONEMAIL (CBX) 1 28000 802 28802
ADD"L 4-CH PHONEMAIL (CBX) 2 20000 534 20534
APPLICATION PROCESSORS SUBTOTAL 48000 1336 49336
DESKTOP PRODUCTS
9755 ATTENDANT CONSOLE 2 4420 502 4922
ROLMPHONE 120/240 WALL-MOUNT 25 675 850 1525
ROLMPHONE 120 357 39270 0 39270
ROLMPHONE 240 11 3322 0 3322
ROLMPHONE 240 BASIC 44 9680 0 9680
ROLMPHONE 400 1 532 0 532
DESKTOP PRODUCTS SUBTOTAL 57899 1352 59251
vF%QtF.,._ w
U5/11/92 tn�c. o
WELD COUNTY A86615 H
SCHEDULE A
RETAIL QUOTE NBR: A673600 O1B
NEW INSTALLED EQUIPMENT QTY PRICE INSTALLATION TOTAL
CBX SOFTWARE FEATURES
ENHANCED TERMINAL PORT SECURITY (9751 ) 1 0 0 0
BASIC FEATURE PACKAGE (9751) 1 0 0 0
ADVANCED FEATURES (9751) 1 0 0 0
SYSTEM FORWARDING (9751) 1 0 0 0
EXPANDED TRAFFIC (9751) 1 0 0 0
ENHANCED TERMINAL PORT SECURITY 1 0 0 0
INTERCOM BLOCKING (9751) 1 0 0 0
DTMF/ROTARY CONVERSION (9751) 1 0 0 0
CRITICAL ELECTRONICS (9751) 1 0 0 0
COMMON CONTROL REDUNDANCY (9751) 1 0 0 0
TOLL RESTRICTION (0/1) (9751) 1 0 0 0
MESSAGE WAITING SOFTWARE (9751) 1 0 0 0
CBX CUSTOMER ENGINEER MAPS (9005) 1 0 0 0
DATA COMMUNICATION SOFTWARE II (9751) 1 0 0 0
PHONEMAIL SOFTWARE (9751) 1 0 0 0
9751 9005. 1 . 75 SYSTEM S/W (9030A CPU) 1 0 0 0
ROUTE OPT III (MODEL 50, 1 CAB) 1 2100 0 2100
DIRECT INWARD SYSTEM ACCESS II (9751) 1 0 0 0
LEADING FAC (9751) 1 0 0 0
CALLBACK AND STANDBY QUEUING (9751) 1 0 0 0
CALL SCREENING (9751) 1 0 0 0
ROUTE OPTIMIZATION (9751) 1 0 0 0
SAT OPS III (MODEL 50, 1 CAB) 1 2100 535 2635
SATELLITE OPERATIONS & AND (9751) 1 0 0 0
CDR LIST (9751) 1 0 0 0
AFACTS SOFTWARE (9751 ) 1 0 0 0
T1 SOFTWARE (9751 ) 1 0 0 0
CBX SOFTWARE SUBTOTAL 4200 535 4735
SITE SPECIFIC MATERIALS
KRONE 9005 HD-WALL 6 1 2475 1043 3518
MDF PACKAGE 6 REQUIRED 1 0 0 0
SITE SPECIFIC MATERIALS SUBTOTAL 2475 1043 3518
SUPPLEMENTAL INSTALLATION SERVICES
CUSTOMER PROVIDED 4/6 PR CABLED LOCATI 415 0 0 0
CABLE PAIR IDENTIFICATION 415 0 4150 4150
VOICE END-USER TRNG CLASS(1 OF 12 ) 35 0 3360 3360
STATION SURVEY/DSGN RP120 FAMILY 357 0 2142 2142
STATION SURVEY/DSGN RP240FAMILY 55 0 440 440
STATION SURVEY/DSGN RP400FAMILY 1 0 11 11
ROLM SET UP OF PHONES 413 0 4130 4130
TRAINING ROOM SET UP 2 0 396 396
PHONEMAIL END USER TRAINING 35 0 1925 1925
CUST-PROVIDED COMM SERVICES COORDINATI 57 0 0 0
SUPPLEMENTAL SERVICES SUBTOTAL 0 16554 16554
o3/ii/ 2
WELD COUNTY A86615 H
SCHEDULE A
RETAIL QUOTE NBR: A673600 O1B
QUOTE SUMMARY QTY PRICE INSTALLATION TOTAL
PURCHASE PRICE 289124 39220 328344
DISCOUNT
ONCORS EXPRESS DISCOUNT 0 -67937 0 -67937
DISCOUNT SUBTOTAL -67937
ADJUSTED PURCHASE PRICE 260407
SALES TAX 0
TOTAL PURCHASE PRICE 260407
ROLM MATERIAL SUBTOTAL 282449 .00
NON ROLM MATERIAL SUBTOTAL 3973 . 00
SOFTWARE SUBTOTAL 4200.00
PROGRAMS SUBTOTAL .00
SUBCONTRACT LABOR SUBTOTAL 15937 . 00
ROLM LABOR SUBTOTAL 21785 .00
THE INSTALLATION CHARGES IN THIS SCHEDULE A ARE BASED ON LABOR ZONE 1
PRICING.
THIS SCHEDULE A, WHICH CONTAINS PROPRIETARY PRODUCT AND PRICING
INFORMATION, HAS BEEN PREPARED FOR THE EXPRESS PURPOSE OF
ALLOWING YOU TO EVALUATE THE PRODUCT AND SERVICE OFFERINGS OF
THE ROLM COMPANY. 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 THE PRIOR WRITTEN CONSENT OF ROLM.
*
THE SALES TAX AMOUNT REFERENCED IN THIS SCHEDULE A AND ANY SUBSEQUENT
INSTALLATION CHANGE ORDER IS PROVIDED AS AN ESTIMATE ONLY. EXACT TAXES
WILL BE VERIFIED AND REFLECTED IN PAYMENT INVOICES IN ACCORDANCE WITH
LOCAL SALES TAX REGULATIONS.
*
THE PRICES IN THIS SCHEDULE A ARE BASED ON ROLM PROVIDING STANDARD
DISTRIBUTION CABLE UNLESS OTHERWISE SPECIFIED HEREIN.
THE PRICES IN THIS SCHEDULE A ASSUME THAT ANY SUBCONTRACTOR(S) USED BY ROLM
WILL BE SELECTED BY ROLM. IF THE CUSTOMER REQUIRES THE USE OF A SPECIFIC
SUBCONTRACTOR(S) OR SPECIAL SUBCONTRACTOR QUALIFICATIONS, THESE PRICES ARE
SUBJECT TO CHANGE.
*
CUSTOMER AND ROLM WILL MUTUALLY AGREE TO THE HOURS DURING WHICH THE CUTOVER
ACTIVITIES FOR A SYSTEM OR THE COMPARABLE ACTIVITIES FOR MAC WILL BE
PERFORMED. UNLESS OTHERWISE NOTED ON THE SCHEDULE A, THE PRICES FOR
INSTALLATION ASSUME THAT INSTALLATION WILL BE PERFORMED DURING HOURS WHICH
Ub/ 1J./ L
WELD COUNTY A86615 H
SCHEDULE A
RETAIL QUOTE NBR: A673600 O1B
CONFORM TO ROLM' S STANDARD OPERATING HOURS FOR SUCH ACTIVITIES . IF THE
CUSTOMER REQUIRES THAT THE CUTOVER OR INSTALLATION ACTIVITIES BE PERFORMED
DURING A SPECIFIC TIMEFRAME WHICH DOES NOT CORRESPOND WITH THESE HOURS,
THE INSTALLATION PRICES MAY BE SUBJECT TO CHANGE.
ALL ITEMS CLASSIFIED AS DESKTOP PRODUCTS ON THIS SCHEDULE A ARE CONSIDERED
CUSTOMER SET-UP UNLESS OTHERWISE SPECIFIED BY ROLM.
ROLM WILL CALCULATE THE PURCHASE PRICE SET FORTH IN AN INSTALLATION CHANGE
ORDER ( ICO) AS FOLLOWS. PURCHASE PRICES FOR ADDITIONS, CHANGES AND
RECONFIGURATIONS INCLUDED IN AN ICO WILL BE AT ROLM'S THEN CURRENT PRICE OR
CHARGE. THE CREDIT FOR DELETIONS WILL BE THE PRICE OR CHARGE AT WHICH YOU
ORIGINALLY ORDERED SUCH ITEMS.
THIS TRANSACTION IS ELIGIBLE FOR SAVINGS ON ANNUAL MAINTENANCE CHARGES AFTER
THE WARRANTY EXPIRES. ROLM IS OFFERING AN OPTION TO "LOCK IN" MAINTEN-
ANCE RATES THAT ARE IN EFFECT ON THE SYSTEM' S CUTOVER DATE AND SAVINGS OF
6% ON ANNUAL MAINENANCE CHARGES. THIS APPLIES TO NEW 9751 PURCHASES ONLY
AND REQUIRES A SIGNED SUPPLEMENT TO THE AGREEMENT FOR PRODUCTS AND SERVICES
(APS) OR CUSTOMER SUPPORT MAINTENANCE AGREEMENT (CSMA) WITH AN ANNUAL
PREPAYMENT OPTION (APO) FOR A 5 YEAR EXTENDED TERM. THE APS/CSMA SUPPLE-
MENT FOR THE APO MUST BE SIGNED ON OR BEFORE THE SYSTEM'S CUTOVER DATE OR
DECEMBER 31, 1992 , WHICHEVER DATE IS EARLIER. THIS SPECIAL OFFER EXPIRES
ON DECEMBER 31, 1992 .
THE WARRANTY PERIOD FOR THE SYSTEM AND OTHER PRODUCTS LISTED IN THIS
SCHEDULE A COMMENCES ON THE SYSTEM'S CUTOVER DATE AND HAS A DURATION
OF ONE YEAR; EXCEPT THAT A DIFFERENT DURATION APPLIES TO SELECTED
PRODUCTS, AS SPECIFIED IN THIS SCHEDULE A, IF SUCH PRODUCTS ARE
LISTED IN THIS SCHEDULE A.
THE PAYMENT TERMS FOR THIS SCHEDULE A ARE AS FOLLOWS:
10% OF THE PURCHASE PRICE UPON EXECUTION OF THIS SCHEDULE A; 50% OF THE
PURCHASE PRICE ON OR BEFORE THE DATE OF DELIVERY OF THE SWITCHING PORTION
OF THE SYSTEM TO THE PREMISES; 30% OF THE PURCHASE PRICE PLUS ALL TAXES
AND GOVERNMENTAL FEES APPLICABLE TO SUCH PURCHASE PRICE BY NOON ON THE
SYSTEM'S CUTOVER DATE; AND 10% OF THE PURCHASE PRICE UPON ACCEPTANCE OF
THE SYSTEM.
N
BY INITIALLING THIS SPACE , YOU AGREE TO ACCEPT ROLM MAINTENANCE
SERVICE (EXCLUDING PER VISIT PLAN) COMMENCING ON THE DATE FOLLOWING
EXPIRATION OF THE WARRANTY PERIOD. RATES FOR THE FIRST YEAR OF SUCH SERVICE
(EXCLUDING PER VISIT CHARGES) WILL NOT EXCEED THOSE IN EFFECT ON THE CUTOVER
DATE. ROLM WILL PROVIDE MAINTENANCE SERVICE AT THE SAME LEVEL AS DURING
WARRANTY. YOU MAY SELECT A DIFFERENT OPTION OR CANCEL YOUR SERVICE ORDER,
WITHOUT FURTHER OBLIGATION, BY NOTIFYING ROLM PRIOR TO WARRANTY EXPIRATION.
ROLM Company Norwalk, Connecticut 06851
Agreement for Products and Services
Customer Name and Address: ROLM Branch Office Address: Agreement No.:
ROLM Branch Office No.:
ROLM Company (ROLM®) is pleased to offer our Customer (you) this Agreement for Products and Services (Agreement). After you have signed
this Agreement, ROLM will accept it by signing below and will return it to you. Subject to ROLM's acceptance of your individual orders,you may
order 1) Systems, Products, Software, and Programs, 2) Moves, Adds and Changes (MAC) and replacement maintenance parts (Parts), and 3)
services, including installation and maintenance services.
1. DEFINITIONS and payment terms. For MAC orders which do not require a Schedule
"Product" means equipment (other than a Part), Software and/or a A and for Parts orders, your payment is due thirty days after the date
Progr am. of ROLM's invoice to you.
"System" means the equipment and Software which comprise a 7 TAXES
ROLM computerized branch exchange, associated Products and/or You will pay ROLM amounts equal to any taxes and governmental
ROLM application processor(s). fees resulting from this Agreement, exclusive of taxes based on
"MAC" means the Products and/or services that you order for an ROLM's net income. You are responsible for personal properly taxes
installed System. from the date ROLM ships each System or Product to you.
"Software" means programs that are installed in a System and are
subject to the Software License set forth in Section 16. 8. TRANSPORTATION CHARGES
"Program" means a program that is installed in other than a ROLM ROLM will pay normal transportation charges to your Premises.
computerized branch exchange or ROLM application processor and is You are responsible for any rigging charges.
subject to the Program License set forth in Section 17. 9. INSTALLATION RESPONSIBILITIES
"Cutover Dale" means the date on which a System is installed andAn Exhibit(s) referenced In a Schedule A describes ROLM's and
substantially performing according to all material specifications as ver- your installation responsibilities applicable to a System or Product.
ified by ROLM's standard testing procedures. Minor omissions or var-
iances in the System's performance will not delay the Cutover Date. 10. SYSTEM CUTOVER AND ACCEPTANCE
"Installation Date" means the date ROLM 1) installs a MAC Product ROLM will make all reasonable efforts to complete a System's in-
or, if not Installed by ROLM, delivers it to you, 2) completes perform- stallation by the intended Cutover Date specified in a Schedule A.
ance of a MAC service,or 3) delivers a Part to you. ROLM will notify you in writing of a System's actual Cutover Date.
"Premises" means the location, specified in a Schedule A, Supple- A System will be deemed accepted by you thirty days after its
ment or another ROLM document, where a System, Product or Part is Cutover Date, unless you notify ROLM in writing, within such period,
or wilt be installed. setting forth in detail in what respect the System does not conform to its
"Enterprise" means a corporation (or other legal entity) and the material specifications. ROLM will notify you in writing when such
subsidiaries that it owns by more than fifty percent which are located nonconformities are corrected. If, by written notice received by ROLM
in the United Stales or Puerto Rico. Such subsidiaries may order under within five days following ROLM's notification, you identify remaining
this Agreement provided they agree to the terms of this Agreement. nonconforrnities, ROLM will correct such nonconformities to your rea-
2. END USER CERTIFICATION sonable satisfaction. The System will then be deemed accepted by you.
You agree that you are acquiring each System, Product and Part 11. TITLE AND SECURITY INTEREST
with the intent to use it within your Enterprise and not for reselling, Title to each System, Product and Part, except for Software and
teasing or transferring to a third party except for lease-back financing Programs, passes to you on Its shipment date.
for the System or Product. ROLM reserves a purchase money security interest (PMSI) in each
3. SYSTEM ORDERS System, Product and Part. You agree to sign appropriate documents to
Each System you order will be set forth in a Schedule A to this permit ROLM to perfect its PMSI. ROLM's PMSI will be released upon
Agreement, which, when signed by you and ROLM, indicates accept- payment in full and, if applicable, the return to ROLM of parts which
ance of the Schedule A and its referenced Exhibits. become ROLM's property as a result of installing MAC.
4. MOVES,ADDS AND CHANGES 12. RISK OF LOSS
Each MAC you order will be set forth in either 1) a Schedule A ROLM hears the risk of loss for each System, MAC Product and Part
which, when signed by you and ROLM, indicates acceptance of the through its Cutover Date or Installation Date, except for loss 1) caused
Schedule A and its referenced Exhibits, 2) another ROLM document ac- by your negligence, your improper or defective environmental controls
cepted by your signature or payment, or 3)your written order accepted or fire protection systems, or your improper storage, including storage
by ROLM. Removed parts become ROLM's property, in at accessible to unauthorized persons or 2) of a station Product
5. INSTALLATION CHANGE ORDERS which is not located in your secure storage area. After the Cutover
You may order additions,deletions,changes and/or reconfigurations Date or Installation Date, you will he responsible for all risk of loss.
for a System before its Cutover Date and for a MAC before its Installa- 13. WARRANTY
tion Date. ROLM will accept your order by providing an Installation The warranty period for a System commences nn its Cutover Date
Change Order (ICO) to you setting forth such modifications. An ICO and continues for the duration set forth in a Schedule A: however, a
may delay a System's Cutover Date or a MAC's Installation Data. different duration may be set forth for certain System Products. The
6. PURCHASE PRICE AND PAYMENT warranty period for a MAC Product commences on its Installation Date
ROLM will set forth in a Schedule A or ICO, as applicable, the pur- and continues for the remainder, if any, of the System's warranty pe-
chase price, including any license charges for Software and Programs riod, unless a different duration is set forth in a Schedule A or another
and charges for supplemental installation services (Purchase Price), ROLM document. ROLM's parts exchange warranty for a Part corn-
®Registered trademark of ROLM Systems
PAGE 2 IS ALSO PART OF THIS AGREEMENT. The parties acknowledge that they have read this Agreement, understand it, and agree to be
bound by its terms.
Accepted by: _
ROLM Compa 7�4)
/l� 1 Customer
BY /f4t.srr 1JI$4 µ By
Authorized Signature Au prized Signature
C<oka hLssst s-iz-9,a 6c�,ee's<= �r..ze/ci) Y
Name(Type or Print) Dale Name(Type or Print) Date
0 R
noo-oem-no(9/91) Pnan I of 2 .,, ',t' 4 �'
mences on its Installation Date and continues fr.. ,de duration set forth your other copies of the F am, including modified copies or portions
in a ROLM document. of the Program merged into other programs, 2) you provide the Subse-
Provided you notify ROLM during the warranty period, ROLM will quent Licensee with the ROLM Program License Agreement (PLA), a
provide the services described in the Warranty Service Exhibit, refer- copy of which Is provided to you with this Agreement, and 3) the Sub-
enced in a Schedule A, or another ROLM document to maintain each sequent Licensee agrees in writing to be bound by the PLA, with re-
System and Product in good working order during its warranty period. spect to the Program transferred, and you and the Subsequent
ROLM does not warrant that the operation of the System or Product will Licensee each retain a copy of such agreement. Transfer of the Pro-
be uninterrupted or error free. gram or destruction of all your copies of the Program terminates your
Each Product is manufactured from new parts or from new parts and license from ROLM.
used parts that perform like new parts. Each Part is either a new part 16. PATENTS AND COPYRIGHTS
or a serviceable used part. If a third party claims that a ROLM Systems manufactured or sup-
This is ROLM's sole warranty to you. plied System, Product or Part infringes a patent or copyright, ROLM's
THE WARRANTIES SET FORTH HEREIN REPLACE ALL OTHER WAR- entire obligation to you will be to defend you against that claim at
WAR-
RANTIES, EXPRESS, STATUTORY OR IMPLIED, INCLUDING, BUT NOT entire expense. ROLM will pay all costs, damages and attorneys'
LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND fees that a court finally awards, provided that you 1) promptly notify
FITNESS FOR A PARTICULAR PURPOSE. ROLM in writing of the claim and 2) allow ROLM to control, and coop-
14. MAINTENANCE SERVICES erate with ROLM In, the defense and any related settlement negoti-
You may order maintenance services for eligible Systems and Pro- ations.
ducts under one of the maintenance plans and associated options de- If such a claim is made or appears likely to be made, you agree to
scribed in Exhibits to this Agreement,which are available upon request. permit ROLM to enable you to continue to use the System, Product or
ROLM will indicate its acceptance of your order by sending you a Sup- Part or to modify or replace It. If ROLM determines that none of these
plement to this Agreement specifying the plan and any option(s) you alternatives is reasonably available, you agree to return the System,
select and referencing the applicable Exhibit(s). Your initial payment Product or Part to ROLM upon ROLM's written request. ROLM will then
of the associated maintenance charge will confirm your acceptance of give you a credit equal to your net book value for the System, Product
the Supplement and its referenced Exhibits. or Part provided you have followed generally accepted accounting
principles.
15. CONDITIONS FOR SERVICE
You will provide and maintain a suitable environment, as specified ROLM will have no obligation regarding any claim of infringement
by ROLM, for Systems and Products. You will provide ROLM full, free based upon a System, wPrith
anyct or u ,which t is 1)apparatus,mod,iso, 2) re ocomr
and safe access to your Premises, Systems and Products so that ROLM pined, operated or used with product, data, software or
can perform its obligations. If either party becomes aware of asbestos, program not provided by ROLM, or 3) outside the United States or
Puerto Rico.
hazardous materials or concealed conditions on your Premises, such
party agrees to notify the other party promptly. You are responsible to 19. LIMITATION OF LIABILITY
correct all such conditions. The existence of any such condition may In each instance in which you seek to recover damages from ROLM,
adversely affect your costs and the timeliness of delivery, installation, regardless of the legal theory upon which your claim Is based, ROLM
and/or provision of warranty or maintenance services. will only be liable for 1) payments referred to in Section 18, 2) bodily
76. SOFTWARE LICENSE injury (including death) and damage to real property and tangible per-
sonal property for which ROLM is legally liable, and 3) the amount of
ROLM owns, or has licensed from the owner, the Software. ROLM
any other actual loss or damage arising from ROLM's performance or
grants you a non-exclusive license in the United States and Puerto Rico
to use the Software only In the System in which such Software is ini- nonperformance under this Agreement, up to the greater of $100,000
dally installed, and only for so long as you are using such System ($25,000 for Programs) or the Purchase Price(or twelve months' recur-
ring charges, if applicable) for the Product, Part or service that caused
within your Enterprise.
ROLM will provide one copy of the Software with the initial installa- the damage.
tion of the System. You may make one backup copy, which is subject Undet r no cif)third partyces will as ROLM be liableufor claims
losses or odu based
to the terms of this Agreement and which must include the copyright oresulting from claims
third claims against you to claims by you based
notice(s) and any legend(s). All copies of the Software remain the the third party aph of(other is than those referred stored,in items 1 and 2 in
re-
property of ROLM or ROLM Systems, or their affiliates or suppliers. first paragraphyour this economic
co), s2 loss tio inli or
You will not modify, reverse engineer, decompile, disassemble, or corded data, in3) cc dental consequential s pl damages (including eg evenl if
derive source code from,the Software. No title,ownership or other in- profits or f savings), incidentaltheir possibility,ot bm or or Systems,s damages, s
terest in the Software is transferred to you, except as expressly pro- ROLM is informed of their et 4) Products or Parts
vided in this Section. outside the United States and Puerto Rico.
of
Unless ROLM specifies otherwise, any modifications to, or new re- This M Section sets forth s maximum sofcollective responsibilitys, Software
re
leases or versions of, the Software will be provided subject to this and Program r Systems, so,hsu contract rs Products r and aPgents
S ROLM,
OL ,
Agreement at applicable charges. and developers, subcontractors beneficiaries
and s other Section.
of ROLM,
ROLM will grant a license to the party to whom you transfer pos-
session and all such parties are intended beneficiaries of this Section.
of the Software (Subsequent Licensee) only when 1) the Soft- 20. GENERAL
ware, including all copies, and the System are concurrently transferred Both parties may delegate any or all of their duties to subcontrac-
to the Subsequent Licensee, 2) you provide the Subsequent Licensee tors, subsidiaries or parent or affiliated companies, provided that both
with the ROLM Software License Agreement (SLA), a copy of which is parties will remain liable for their respective duties. You may not as-
provided to you with this Agreement, and 3) the Subsequent Licensee sign this Agreement or any of your rights under this Agreement without
agrees in writing to be bound by the SLA, with respect to the Software ROLM's prior written consent. Any attempt to do so is void.
transferred, and you and the Subsequent Licensee each retain a copy If either party is not substantially complying with the terms of this
of such agreement. Transfer of the Software terminates your license Agreement, the other party will give written notice of such failure to
from ROLM. perform. The noncomplying party will be in compliance if, within ten
17. PROGRAM LICENSE days after receiving such notice, it either 1) con e ects its performance
owns, or has licensed from the owner, the Programs. ROLM or 2) commences a continuous good faith effort to correct its perform-
ROLM you a non-exclusive license in the United States and Puerto Rico i within to reasonable to period he toof time. Neither an act c will be liable for
grants its inability beyond orm the extent caused n of God or any
to use the Programs. other thing such party's reasonable control.
ROLM will provide one copy of each Program. You may use each Neither party will bring a legal action more than two years after the
Program in only one machine at any one time. You may make one cause of action arose.
backup copy of each Program, and additional copies, if necessary, for This Agreement, together with its Schedules, ICOs, Supplements,
modification or merger into other programs. All copies are subject to Exhibits, Addenda and Attachments, including those effective in the fu-
the terms of this Agreement and remain the property of ROLM or ROLM time, is the complete agreement regarding this subject,and supersedes
Systems, or their affiliates or suppliers. You will reproduce and include any prior oral or written communications relating to this subject. This
the copyright notice(s) and any legend(s)on all copies or partial copies Agreement may not he modified except in writing, signed by you and
of each Program. You will not reverse engineer,decompile,disassem- ROLM. Any terms contained in any order or written notification from
bre,or derive source code from, any Program, nor will you sublicense, you are void.
rent, lease or assign any Program or copy of a Program. No title, In the event of a conflict, the terms of a Schedule A, Supplement,
ownership or other interest in any Program is transferred to you, ex- and/or Exhibit will prevail over this Agreement, and the terms of a
cept as expressly provided in this Section. Schedule A or Supplement will prevail over an Exhibit, unless ROLM
ROLM will grant a license to the party to whom you transfer pos- specifies otherwise in the Exhibit.
session of any Program (Subsequent Licensee) only when 1) you Any reproduction of this Agreement, or any document referred to
transfer to the Subsequent Licensee at least one complete, unaltered herein, by reliable means (for example, photocopy or facsimile) will be
copy of the Program, including all of its documentation, and, at the considered an original.
same time, either transfer to the Subsequent Licensee or destroy all The laws of the State of New York govern this Agreement.
ZI30-0600-00(8/01) Page 2 of 2 -
ROLM Company Norwalk,Connecticut 06851
ROLM Software License Agreement
This is a license agreement and not an agreement for sale. You Certain Software is not warranted. Software which is not
assume all responsibility for the selection of the Software and warranted or for which the warranty has ended is licensed "AS
for the installation of, use of, and results obtained from, the IS."
Software. You obtain no rights other than those granted you SUCH WARRANTIES REPLACE ALL OTHER WARRANTIES,
under this ROLM Company (ROLM®) Software License Agree- EXPRESS, STATUTORY OR IMPLIED, INCLUDING, BUT NOT
ment (Agreement). LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABIL-
1. LICENSE ITV AND FITNESS FOR A PARTICULAR PURPOSE.
The term "Software" means the programs that are installed Support services for Software which is not under warranty
in a ROLM computerized branch exchange or ROLM application may be available from ROLM or a PSR for a charge,
processor and subject to this Agreement.
ROLM owns, or has licensed from the owner, the Software. 3. LIMITATION OF LIABILITY
ROLM grants you a non-exclusive license in the United States In each instance in which you seek to recover damages from
and Puerto Rico to use the Software only in the System in which ROLM, regardless of the legal theory upon which your claim is
such Software is initially installed, and only for so long as you based, ROLM will only be liable for 1) bodily injury (including
are using such System within your Enterprise. death) and damage to real property and tangible personal
ROLM will provide one copy of the Software with the initial property for which ROLM is legally liable and 2) the amount of
installation of the System. You may make one backup copy, any other actual loss or damage arising from ROLM's perform-
which is subject to the terms of this Agreement and which must ance or nonperformance under this Agreement, up to$100,000.
include the copyright notice(s) and any legend(s). All copies of Under no circumstances will ROLM be liable for losses or
the Software remain the property of ROLM or ROLM Systems, damages resulting from 1) third party claims against you or
or their affiliates or suppliers. You will not modify, reverse en- claims by you based on third party claims (other than those
gineer, decompile, disassemble, or derive source code from, referred to in item 1 in the first paragraph of this Section), 2)
the Software. No title, ownership or other interest in the Soft- loss of stored, transmitted or recorded data, 3) economic con-
ware is transferred to you, except as expressly provided in this sequential damages (including lost profits or savings), inci-
Section. dental damages or punitive damages, even if ROLM or a PSR
Unless ROLM specifies otherwise, any modifications to, or is informed of their possibility, 4) Software outside the United
new releases or versions of, the Software will be provided States and Puerto Rico, or 5) inability to perform under this
subject to this Agreement at applicable charges. Agreement, in whole or in part, caused by acts of God or any
ROLM will grant a license to the party to whom you transfer other thing beyond ROLM's control.
possession of the Software (Subsequent Licensee) only when This Section sets forth the maximum collective responsibility
all of the following terms are met of ROLM, ROLM Systems, other suppliers of Software,Software
1) the Software, including all copies, and the System are developers, subcontractors and other agents of ROLM under
concurrently transferred to the Subsequent Licensee; this Agreement, and all such parties are intended beneficiaries
2) you provide the Subsequent Licensee with a copy of this of this Section.
Agreement and the Subsequent Licensee agrees in writ-
ing to be bound by its terms with respect to the Software 4. GENERAL
transferred; and You may terminate your license at any time by destroying
3) you and the Subsequent Licensee each retain a copy of all your copies of the Software or as otherwise described in this
such agreement. Agreement.
Transfer of the Software terminates your license from ROLM. ROLM may terminate your license if you do not comply with
2. WARRANTY the terms of this Agreement. Upon such termination, you will
If the Software is warranted, its warranty period is specified destroy all your copies of the Software.
in the agreement under which such Software was originally ac- Any attempt to sublicense, rent, lease, assign or, except as
quired from ROLM or a ROLM Authorized Product and Services expressly provided herein, to transfer any copy of the Software
Representative(PSR). ROLM or a PSR, whichever is applicable, is void.
will provide support services to keep warranted Software in Neither party may bring a legal action, more than two years
good working order during its warranty period. The operation after the cause of action arose.
of the Software may not be uninterrupted or error free. The laws of the State of New York govern this Agreement.
®Registered trademark of ROLM Systems 0r '++gig �^
7.130-0529-01 (8/91)
ROLM Company Norwalk, Connecticut 06851
ROLM Program License Agreement
Exhibit No.: ROLMPLA-3
This is a license agreement and not an agreement for sale. You good working order during its warranty period. The operation
assume all responsibility for the selection of the Program and of the Program may not be uninterrupted or error free.
for the installation of, use of, and results obtained from, the Certain Programs are not warranted. Programs which are
Program. You obtain no rights other than those granted you not warranted or for which the warranty has ended are licensed
under this ROLM Company (ROLM®) Program License Agree- "AS IS."
ment (Agreement). SUCH WARRANTIES REPLACE ALL OTHER WARRANTIES,
1. LICENSE EXPRESS, STATUTORY OR IMPLIED, INCLUDING, BUT NOT
The term "Program" means a program that is installed in LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABIL-
other than a ROLM computerized branch exchange or ROLM ITY AND FITNESS FOR A PARTICULAR PURPOSE.
application processor and is subject to this Agreement. 3. LIMITATION OF LIABILITY
ROLM owns, or has licensed from the owner, the Programs. In each instance in which you seek to recover damages from
ROLM grants you a non-exclusive license in the United States ROLM, regardless of the legal theory upon which your claim is
and Puerto Rico to use the Programs. based, ROLM will only be liable for 1) bodily injury (including
ROLM will provide one copy of each Program. You may use death) and damage to real property and tangible personal
each Program in only one machine at any one time. You may property for which ROLM is legally liable and 2) the amount of
make one backup copy of each Program, and additional copies, any other actual loss or damage arising from ROLM's perform-
if necessary, for modification or merger into other programs. ance or nonperformance under this Agreement, up to the
All copies are subject to the terms of this Agreement and re- greater of$25,000 or the license charge paid to ROLM or a PSR
main the property of ROLM or ROLM Systems, or their affiliates for the Program that caused the damage.
or suppliers. You will reproduce and include the copyright Under no circumstances will ROLM be liable for losses or
notice(s) and any legend(s) on all copies or partial copies of damages resulting from 1) third party claims against you or
each Program. You will not reverse engineer, decompile, dis- claims by you based on third party claims (other than those
assemble, or derive source code from, any Program, nor will referred to in item 1 in the first paragraph of this Section), 2)
you sublicense, rent, lease or assign any Program or copy of a loss of stored, transmitted or recorded data, 3) economic con-
Program. No title, ownership or other interest in any Program sequential damages (including lost profits or savings), inci-
is transferred to you, except as expressly provided in this Sec- dental damages or punitive damages, even if ROLM or a PSR
lion. is informed of their possibility, 4) Programs outside the United
ROLM will grant a license to the party to whom you transfer States and Puerto Rico, or 5) inability to perform under this
possession of any Program (Subsequent Licensee) only when Agreement, in whole or in part, caused by acts of God or any
all of the following terms are met: other thing beyond ROLM's control.
1) you transfer to the Subsequent Licensee at least one This Section sets forth the maximum collective responsibility
complete, unaltered copy of the Program, including all of of ROLM, ROLM Systems,other suppliers of Programs, Program
its documentation, and, at the same time, either transfer developers, subcontractors and other agents of ROLM under
to the Subsequent Licensee or destroy all your other this Agreement, and all such parties are intended beneficiaries
copies of the Program, including modified copies or of this Section.
portions of the Program merged into other programs;
2) you provide the Subsequent Licensee with a copy of this 4. GENERAL
Agreement and the Subsequent Licensee agrees in writ- You may terminate your license at any time by destroying
ing to be bound by its terms with respect to the Program all your copies of the Program or as otherwise described in this
transferred; and Agreement.
3) you and the Subsequent Licensee each retain a copy of ROLM may terminate your license if you do not comply with
such agreement. the terms of this Agreement. Upon such termination, you will
Transfer of the Program terminates your license from ROLM. destroy all your copies of the Program.
2. WARRANTY Any attempt to sublicense, rent, lease, assign or, except as
If a Program is warranted, its warranty period is specified in expressly provided herein, to transfer any copy of the Program
the agreement under which such Program was originally ac- is void.
quired from ROLM or a ROLM Authorized Product and Services Neither party may bring a legal action, more than two years
Representative(PSR). ROLM or a PSR, whichever is applicable, after the cause of action arose.
will provide support services to keep a warranted Program in The laws of the State of New York govern this Agreement.
Ct'r--r.' 'T '1
®Registered trademark of ROLM Systems 'i�' .. _
Z130-0504-02 (8/91)
ROLM Company Norwalk, Connecticut 06851
EXHIBIT
ROLM Warranty Service
Exhibit No.: RCWS-3
This Exhibit describes ROLM Company (ROLM®) Warranty Service for the System and/or Product(s1 which the Customer (you)
ordered and are set forth in the Schedule A which references this Exhibit, to the Agreement for Products and Services or other
agreement referenced in such Schedule A (Agreement).
1. DEFINITIONS 2. WARRANTY SERVICE
Warranty Service — Preventive and/or Corrective Maintenance ROLM will provide the following Warranty Services as ap-
provided for a System or Product. plicable,during the Covers a Hours of 8 a.m. to 5 m., Monday
hrough Friday, ex lydin ROLM holidays, except,that the Cov-
Preventive Maintenance — all _procedures designed to reduce erage Hours r a or Corrective alntenance is 24 hours a
failure and/or extend the usel life of a System or Product. day 7 days a week including ROLM olidays:
Preventive Maintenance will be performed according to the a) one-hour remote response for Major Corrective Mainte-
procedures and at the frequency ROLM recommends. nance;
b) four-hour on-site response for Major Corrective Mainte-
Corrective Maintenance —Warranty Service provided to repair nance;
problems in a System or Product. c) twenty-four hour on-site response for Minor Corrective
Maintenance.
Major Corrective Maintenance — Warranty Service requested d Preventive Maintenance;
for a System when: a service labor, Parts and materials;
a) any Attendant Console cannot place or receive calls; f remote polling if appropriate trunking as designated by
b a minimum of 20 percent of all telephone and data ports ROLM is installed;
cannot place or receive calls; q remote diagnostics;
c a minimum of 20 percent of all trunks are inoperative; h remote repair;
d a Tt/D3 span is inoperative; i automatic dispatch of CE;
e a ROLM-designated major attached application proces- j installation of engineering improvements/modifications;
sor, such as PhoneMaittni, cannot send, receive, or re- and
trieve information; or k1 network services management.
f) a minimum of 20 percent of the trunks or agents sup- ROLM's performance of 1Ararranty Services at your request
ported by Centralized Attendant Service or Automatic outside your Coverage Hours will be at ROLM's then currenf
Call Distribution applications are inoperative or cannot Maintenance Service hourly rates and minimums for Overtime
place or receive calls, respectively. Hours.
At the time you place a call for Warranty Service, you may
Minor Corrective Maintenance — Warranty Service requested request the Rapid Response Option, which improves on-site
for a System for any reason other than those included in the response during Regular Hours from 24 hours lo 3 hours for
definition of Major Corrective Maintenance. Minor Corrective Maintenance. In such event, you will be
charged the then current charge for Rapid Response each time
Coverage Hours — the hours during which Warranty Service a CEis dispatched under this Option. You may request on-site
will be provided without an additional charge. Minor Corrective Maintenance outside Regular Hours by re-
Overtime Hours — any time outside our Coverage Hours. questing the Rapid Response Option which improves on-site
9 response to 3 hours. In such event, you will be charged the then
Warranty Service begun during your Coverage Hours will be current charge for Rapid Response each time a CE is dis-
continued into Overtime Hours at ROLM's then current Per Visit patched under this Option in addition to the applicable Mainte-
hourly overtime rates, unless you instruct ROLM not to continue nance Service hourly_rate.
beyond your Coverage Hours. In addition to the Warranty Services described above, ROLM
Regular Hours — 8 a.m. to 5 p.m., Monday through Friday, ex- provides certain Options during the warranty period for the
eluding ROLM holidays. A list of ROLM holidays is available a' 'Foranon-ROLM maintenance
stemsamanufactured or supplied Systems
from any ROLM office upon request. and Products, response times and other service commitments
Response Time— a target of how quickly,ROLM will respond to set forth in this Exhibit are subject to the availability of Parts
man-
perform remote or on-site Warranty Service on the System. and technical support from the System's or Product's man-
y ufacturer or suppler.
Remote Response — an attempt to correct a System problem Following each System's or Product's warranty period
remotely before dispatching a ROLM Customer Engineer (CE) ROLM will provide, upon request and at ROLM's charges and
to your Premises. terms then generally in effect, maintenance service, mainte-
nance Parts and support services for the System or Product as
On-Site Response—arrival of a CE at your Premises to provide long as such services and Parts are generally available for the
Warranty Service on a System or Product. location where the System or Product is installed.
Automatic Dispatch— a CE will be dispatched if remote polling 3. SERVICES FOR ADDITIONAL CHARGE
indicates that on-site Major Corrective Maintenance is required. The services described in this Section are not Warranty
If a CE is dispatched because the attendant's console was left Services. However, subject to the availability of resources,
in day mode instead of night mode, you will be charged at the ROLM's performance of the following services for a System or
then current response charge. Product, will be at ROLM's then current Maintenance Service
hourly rates and minimums for Regular or Overtime Hours, as
Engineering Improvements/Modifications — changes to a Sys- applicabler Parts and material prices, and, if applicable, charge
tem or Product performed at ROLM's expense on a mutually for Rapid R
Response:
agreed upon schedule or coincident with Corrective Mainte- 1) repair of damage, replacement of parts or increase in
nance. Warranty Service time caused by —
a) failure to maintain a suitable environment, as specified
Network Services Management— ROLM will perform the initial by ROLM, including adequate space, electrical power,
problem determination and resolve ROLM equipment and Soft- temperature and humidity controls;
ware problems. If the problem is not caused by ROLM Products b a corrosive atmosphere harmful to electronic circuitry
or services ROLM will contact the appropriate network ser- c) failure to follow the installation operation and mainte-
vices provider (NSP) to effect repair. ROLM will coordinate and nance instructions provided by ROLM;
track the NSP's commitments to completion and will escalate d) neglect or misuse; accident; disaster, including water,
problems within the NSP's organization, as necessary. ROLM wind, lightning and earthquake; unusual electrical shock;
will maintain records of the ROLM trunk numbers associated transportation;
with the NSP's circuits. e) vandalism; burglary; theft; and/or
f) equipment not covered under a ROLM warranty or
Parts and Materials — Parts and materials are provided at no ROLM maintenance agreement;
additional charge if associated with Corrective or Preventive 2) any services necessitated by performance of repairs,
Maintenance for a System or Product, except for Parts and changes, modifications maintenance, relocation or instal-
materials associated with services described in Section 3. Each lation by other than ROLM personnel; and
replacement Part is either a new part or a serviceable used 3) rearrangement or relocation of a System or Product and
part. All replaced parts become ROLM's property. provision of any necessary materials.
® Registered trademark of ROLM Systems `'K"sy,-'t'•��f -`_
7130-0556-02(9/92) 'l�
•
ROLM Company Norwalk, Connecticut 06851
EXHIBIT
Installation Responsibilities and Services
for Business Communications Systems Products (CBXTM-Based)
Exhibit No.: IRBCS-4
This Exhibit describes the responsibilities of ROLM Company (ROLM®) and the Customer (you) for activities required to success-
fully install certain Business Communications Systems Products set forth in the Schedule A, which references this Exhibit, to the
Agreement for Products and Services or other agreement referenced in such Schedule A (Agreement). It supplements the terms
in the Section entitled "Installation Responsibilities" or in the Section entitled "Conditions for Installation and Access' of the
Agreement.
ROLM Responsibilities 10) train a limited number of your personnel in appropriate
ROLM will provide the following Base Installation Services, supervisory and administrator roles related to certain
as applicable, in connection with the installation of such Pro- Products designated by ROLM in the Schedule A, e.g.,
ducts specified in the Schedule A or by ROLM in writing. ROLM PhoneMail® and Automatic Call Distribution (ACD);
will provide these services according to ROLM's current pro-
cedures and practices. There will be no additional charge for 11) determine, if the Schedule A includes PhoneMail, System
these services beyond the Purchase Price and, if applicable, the application, identify applicable System-wide features, and
installation charges for such Products. ROLM will: establish and input System-wide feature parameters;
1) provide site planning information and review site plans 12) determine, if Schedule A includes ACD, call distribution
with your assigned personnel at your Premises; design, establish related parameters, and set up report
profiles;
2) provide specifications for station cabling; 13) assist, if data switching applications are included, your
3) determine System design, identify applicable System- staff in establishing the data switching design and related
wide features, and establish and input the parameters for parameters and in setting up related report profiles; and
System-wide features; 14) provide, for a System order, on-site ROLM personnel on
4) determine design and System-related parameters for the the first in-service day until ROLM verifies with your per-
voice network interface and input the applicable parame- sonnet that the System is operating according to ROLM's
ters; material specifications and that the code is operating ac-
cording to the mutually agreed to design.
5) produce Software configured for your System;
6) provide installation management activities such as de- Customer Responsibilities
velopment of an overall schedule and holding of periodic In connection with the installation of specific Products in-
reviews of installation status; eluded in the Schedule A or specified in writing by ROLM, you
are responsible to perform the following activities at your ex-
7) install, in a workmanlike manner and in compliance with pense. You will:
all applicable statutes, laws and regulations, the Products 1) a) provide a suitable installation environment, as speci-
not identified in the Schedule A or by ROLM in writing as lied by ROLM, for the Products including a secure storage
"Customer Set-Up (CSU)," as applicable. This includes: area for all ROLM-supplied Products and material pending
a) installation of cabling to the location of the Main Dis- their installation and a room for installation of the
tribution Frame (MDF); switching portion of the System and associated equip-
b) placement, detailing and connection of the non-CSU rnenY such room to be made available before delivery of
desktop and station Products to the station jack; such switching portion; and b) provide and install all sup-
c) cabling and connection to voice and data network pro- plernentaI equipment required, including, but not limited
vider demarcation points located within the System's to, conduits, commercial power wiring and outlets, with
controller equipment room; appropriate access thereto. Your obligations must be
d) connection to electrical power supplied by you; and performed on or before the dates mutually agreed to in
e) testing of the Products using ROLM's standard testing writing and be in compliance with all applicable statutes,
procedures; laws and regulations;
8) train, for a System order which includes up to 700 2) provide adequate security protection for ROLM-supplied
equipped ports, two of your personnel to conduct training Products and material during the installation phase;
for your end user and console operators. ROLM will train, 3) assign a person(s) to coordinate with assigned ROLM
for each additional 350 equipped ports, or fraction thereof, personnel all aspects of planning, design and installation
in excess of 700 equipped ports listed in such Schedule of the System and Products;
A, one more of your personnel;
4) verify that the System design meets your security re-
9) train, for a MAC order listed in a Schedule A which in- quirements with regard to risks of intrusion and unau-
cludes one to 100 Equipped Ports, one of your personnel thorized use after the System's Cutover Date. ROLM will
to conduct training for your end users and console oper- not be liable to you for any costs, including long distance
ators. ROLM will train, for a MAC order listed in a charges, resulting from the use of the System or Products
Schedule A which includes 101 to 700 equipped ports, two by you, your employees or any third party, whether or not
of your personnel. ROLM will train, for each additional such use is authorized by you;
350 equipped ports, or fraction thereof, in excess of 700
equipped ports listed in such Schedule A, one more of 5) approve the overall System design and the installation
your personnel; schedule, and ensure that the tasks identified as being
® Registered trademark of ROLM Systems C1], ' k
r"' Trademark of ROLM Systems °';7'1O
y'
Z130-0603-03(4/92) Page 1 of 2
your responsibility are performed on or before the agreed vidual phone jaci. .id station placement, using floor plans
to completion dates; provided by you, and 2) provide a detailed station design
per-
6) connect any data equipment be used with the Products report for your approval. These services will be in ctonnect
e to datale ROLM to v to fb s switching;hthe; formed at a fixed charge per station varying by type of
station. The availability of this service is conditional on
7) determine and enter, if the Schedule A includes ROLM performing the design for all stations associated
PhoneMail, individual user profiles and voice announce with the System.
names into the data base; 3) Individual End User, Console Operator and ACD Agent
8) provide, if data switching applications are included, net- Training - ROLM will conduct selected end user, console
work and component information, establish the data operator and ACD agent training classes on your Prem-
switching design with the assistance of ROLM personnel, ises for a fixed charge per class, varying by type of class.
and participate in the initial data switching set-up; Maximum class sizes and any requirement for a minimum
number of classes to be scheduled consecutively on the
9) assign trainers and, if applicable, PhoneMail administra- same day will conform to ROLM's then-current practice.
tors and ACD supervisors. Make them available to attend
training classes as mutually scheduled; 4) End User Assistance on First In-Service Day - ROLM will
provide end user assistance on the first in-service day,
10) coordinate non-ROLM vendors and contractors involved during the hours of 8:00 a.m. to 5:00 p.m., Monday through
in the installation of the complete System; Friday (excluding holidays), at a fixed charge per half-day,
*11) coordinate installation of the necessary trunking and per person provided. This end user assistance may in-
other facilities, including the ordering of such trunking and elude staffing a central help desk, providing assistance to
facilities; individual end users and/or designated user-community
representatives, and coordinating or implementing minor
"12) set up any Products which ROLM specifies in the Schedule station operation changes.
A as "Customer Set-Up" using instructions provided by 5) Customer Set-Up - ROLM will set-up products designated
ROLM; as Customer Set-Up (such as ROLMphones®).
'13) set up telephones, provided by you, in your classroom for 6) Communications Services Coordination - ROLM will coor-
use in training your end users; dinate installation of the necessary trunking and other
'14) provide and install the Main Distribution Frame(MDF) and facilities with your network services provider. If you au-
all station, riser/feeder and inter-building cabling to meet thorize ROLM to do so, ROLM will order such trunking and
specifications provided by ROLM; facilities on your behalf. You agree to execute such doc-
uments as may be necessary to enable ROLM to perform
'15) perform individual station user survey and station design. this coordination.
Provide to ROLM the resultant station design information
and a floor plan layout of station Products. You will follow 7) Training Phones Set-Up - ROLM will set up a temporary
the guidelines ROLM provides for such survey and de- facility with telephones, provided by you, in your class-
sign; room for use in training your end users. If multiple types
of telephones are included in the System order, ROLM
'16) conduct individual end user, console operator and, if ap- will repeat the set-up process one time for each type of
plicable, ACD agent training. ROLM will provide master telephone included.
sets of training materials for this purpose; and
8) Main Distribution Frame (MDF) Installation - ROLM will
"17) provide necessary end user assistance on and after the install the MDF specified in the Schedule A, including
first in-service day. termination of cabling from the System controller, and
installation of cross-connects.
*You may elect to have one or more Customer Respon-
sibilities performed by ROLM for an additional charge. Site Specific Installation Services
Some of these are identified by an """ above. ROLM You may elect to have the following selected Customer Re-
refers to these as Supplemental Installation Services, sponsibilities performed by ROLM for an additional charge.
Site Specific Installation Services, Consulting Services, These are referred to as Site Specific Installation Services.
or other such Services. These Services will be provided by ROLM as defined in the
Schedule A and any applicable Statements of Work.
Supplemental Installation Services 1) Site Specific Cabling - Additional riser/feeder and/or
You may elect to have the following selected Customer Re-
inter-building cabling and any required Intermediate Dis-
bilities performed by ROLM for an additional charge. tribution Frames and their installation will be provided as
These These are referred to as Supplemental Installation Services.
The applicable prices/charges are specified in the applicable specified in the Schedule A. Prices quoted for such addi-
Schedule A or ICO. tional cabling are based on conditions readily
ascertainable by a visual inspection, and any concealed
1) Standard Station Cabling - ROLM will furnish and install conditions may result in additional cost to you. Manage-
standard station cabling, in accordance with ROLM's then ment of this process is included.
current standard for station cabling, for each station at a 2) Other Site Specific Plant and Facilities Services-Services
fixed price per station. Installation includes placement of
the station jack and cabling from the station jack to the for other plant and facilities such as battery plant, micro-
Intermediate Distribution Frame (IDF) or, if there is no wave transmission media, etc., will be provided as speci-
IDF, to the MDF, utilizing cable path provided by you. fied in the Schedule A. Charges quoted for such
additional plant and facilities are based on conditions
2) Individual Station User Survey and Station Design- ROLM readily ascertainable by a visual inspection, and any
will 1) survey your assigned user-community represen- concealed conditions may result in an additional charge
tatives to determine individual station design and indi- to you. Management of this process is included.
r5, . �
Z130-0603-03(4/92) Page 2 of 2
mEmORAnDUm
WIDc TDon Warden, Director, Dew
April 24, 1992
COLORADO iijrvitzi4eld County Finance and Administration
omWend Coun, DInformr,
Weld County Information Services
Subject:
Advantages/Disadvantages Centennial Switch Replacement
I have compiled a list of advantages and disadvantages, as I perceive them,
for the immediate replacement of the Dimension 2000 switch with a Rolm 9751
model 50 switch. I have also attached a spreadsheet with a generalized cost
benefit analysis. Two scenarios are included: one assuming that AT&T
maintenance remains as is, and one assuming AT&T maintenance is increased to
24 hour coverage comparable to what is included in the Rolm price. The
bottom line cost that I am using for the new switch is $274,600. This
includes $260,000 quoted for Option VI, $2600 for fully redundant power
supplies, and $12,000 for a 30 minute Uninterruptable Power Supply (UPS) .
ADVANTAGES:
Satisfies a Functional Need: The proposed configuration would solve the
problems that Communications is currently having with the Sheriff's Office in
handling off hours incoming traffic that the SO is not accepting.
Enhanced Service: Incoming traffic for high traffic departments such as
Sheriff and District Attorney would be handled directly by those departments.
The public would not have to go through a switch board operator to speak
directly with staff in the various offices.
Voice Mail: Provides answering and message taking capabilities 24 hours a
day without a person being required. The capability for message taking
during periods when staff are away from their phones provides for potential
increases in productivity and public service. Personal voice mail could be
accessed remotely from any touch tone phone. Messages taken are secured by
password access.
Call processing: Provides the capability for the incalling party to route
themselves to a specific extension number or person by using the touch-tone-
pad of their phone. Calls need not be answered by a switchboard operator but
can still be answered if the caller does not have touch-tone service. (It
should be noted that touch-tone-service is provided to all users of US West
Communications as a part of their monthly service bill. ) Eliminating all
incoming call traffic from going through the central PBX Operator function
could reduce the necessary FTE's by 2. This number would go up if additional
staff is added as requested in the current Communications' request to the
Board.
Maintenance: The change would reduce the variety of telephone equipment the
county would have to maintain. Additionally, telephones could be moved
among all of the switches. (Phones purchased now could be moved to the new
offices when they are ready for occupancy. Also, minor economies of scale
could be realized with surplus instrument inventory that is used when we have
to send telephones out for repair.) The training necessary for Phone
Services staff would take less time. The maintenance costs would decrease
from $1800 (or $2500) per month to $1400 per month. The new switch has a one
year warranty which eliminates one full year of maintenance costs.
Reduced Staffing: Current level of 3.5 PBX operators could be reduced to 1.5
with call processing and direct calling access to major users such as
Sheriff, District Attorney, and the courts who already have an answering
function staffed. Potential annual savings are $30,000 plus 4.5% annual
compounding.
Technology: Includes newer digital technology which reduces the cost of the
proposed voice and data link between the Centennial Center and the new
offices in the Business Park by $6100. Fully redundant processors are
comparable with the current system; however, the 30 minute UPS would minimize
the potential for problems with outages like we had with the March, 1992
blizzard.
Cost Avoidance: Replacing the switch before the new offices are ready for
occupancy eliminates having to purchase digital to analog conversion
equipment and additional tie-line cards for a savings of $6100. Early
acquisition of the switch also reduces the cost of phones for the new offices
from $31,000 to $26,000 for an additional savings of $5000.
Telephone Directories: Phone Services would be able to issue one county
telephone directory instead of two. No cost savings would be created, but 10
to 20 hours of work could be eliminated each year.
Disruption: System users would not be interrupted by having to answer fellow
workers telephone calls.
DISADVANTAGES:
Cost: Accelerated replacement further strains cash flow problems and
increases indebtedness.
Change: Replacement would force staff to learn a new phone system.
Additionally there is a certain amount of resistance to voice mail and call
processing because of the perception that it removes the "personal touch" of
being able to talk to someone immediately when calling Weld County.
Service Delivery: A danger exists that staff would use voice mail as the
opportunity to avoid dealing directly with callers, especially if they do not
respond to messages that are left. Designated default answering points
within each office would be necessary to insure the public has someone with
whom to speak during normal office hours.
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Increased inventory: Areas where there is not at least a one-to-one ratio of
phones to people may have to increase the number of phone instruments they
use, or at least the number of extensions assigned to multi-line phones.
cc: Jacque Armes, Phone Services Manager, Weld County Information Services
COST BENEFIT ANALYSIS FOR REPLACING DIMENSION SWITCH
OPTION VI: $274,600 (INCLUDES $26, 000 FOR ADDITIONAL PHONES)
YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 YEAR 6 TOTAL
MAINTENANCE SAVINGS (REG) 21600 4800 4800 4800 4800 4800 45600
MAINTENANCE SAVINGS (24HR) 30720 13920 13920 13920 13920 13920 100320
STAFF SAVINGS (2 FTE) 4.5% 30000 31350 32760 34235 35775 37385 201505
COST AVOIDANCE w/NEW OFFICES 6100 305 305 305 305 305 7625
QUANTITY DISCOUNT ON NEW EQUIP 5000 0 0 0 0 6000 11000
COST OF KEEPING 5 COT's —2747 —2747 —2747 —2747 —2747 —2747 —16481.8
COST OF ADDITIONAL EQUIPMENT -11000 0 0 0 0 0 -11001
COST OF DOUBLE INSTALLATION -2000 0 0 0 0 -2000 -4000
FIVE YEAR BENEFIT WITH REGULAR HOURS MAINTENANCE 234247
FIVE YEAR BENEFIT WITH 24 HOUR MAINTENANCE 288967
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