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HomeMy WebLinkAboutbocc.con.300.2016 h NI Pitkin County Cn°"'t' yolk Cover Sheet Please complete the Contract Cover Sheet when the contract is completed and signed by Contractor/Vendor and Pitkin County Project Lead. Return all Contract Cover Sheets and Contracts/Change Orders/Amendments to Procurement (procurement help fipitkincountv.com).Any contracts$50,000 and over will be routed for signatures to County Manager and Attorney's Office(if required) by Procurement& Contracts Manager. Contract Information Contract Number 300.2016 Project Name Provision of Microwave Backhaul Equipment and Services Contractor Alcatel-Lucent USA Inc. Budget Line Item 001.94.95530.86001 _ $ Additional Budget Line $ - Item(s) $ - (Please fully allocate New $ Contract Total) Contract Start Date 11/1/2016 Contract End Date 10/31/2017 _ Automatic Renewal Yes ® _ No❑ If Construction: Retainage Yes$ or % NON If this is a new contractor, please request they complete and submit to Finance a W-9 Form. Contact Information: Department Translator/Radio Project Manager Jeff Krueger Project Manager (970)429-6114 Phone Provide a brief description of the contract: Microwave backhaul and training Contract Value Summary: Original Contract Amount _ S 525,015.76 Previous Change Order/Amendment Amount(if applicable) $ This Change order/Amendment amount(if applicable) $ New Contract Total S 525,015.76 Procurement Method: None U Informal❑ Formal U Sole Source ® Emergency U Contract Renewal U Contract Type: Services/Maintenance © Construction U Goods, Equipment, Supplies U Change Order/Amendment U Other, please explain ❑ Click here to enter text. NOTE: CLERKS OFFICE WILL KEEP ORIGINAL DOCUMENTS IN COMPLIANCE WITH COLORADO STATE ARCHIVES RETAINAGE SCHEDULE. ALL ATTACHMENTS MUST BE WITH THIS CHECKLIST. Contract# Rev 8.25.11 jao Budget Line Item# PITEIN COUNTY SOLE SOURCE PROCUREMENT JUSTIFICATION REQUEST TO: Jon Peacock,County Manager DATE: 9/12/2016 FROM: Jeff Krueger, Communications Site Manager Proposed Contractor: Nokia Product/Service: Microwave Backhaul Estimate expenditure for the above construction service: $ 500,000 This form is required, and is to aid you, in documenting your Sole Source request. Complete all portions of this form. This purchase is clearly and legitimately limited to a Single or Sole Source. (Examples: original manufacturer,no regional distributor,standardization etc): Explain: Nokia is a communications company that specializes in high-capacity microwave backhaul equipment and services. The Pitkin County microwave network must support public safety and TV/FM translator bandwidth requirements today and must be scalable to support broadband initiatives in the future. The Nokia Microwave Packet Radio (MPR)can meet our initial requirements and easily expand to accommodate future broadband requirements. Pitkin County utilizes Nokia microwave products for three (3)of our existing microwave links and we have staff that are trained on installation, maintenance and troubleshooting. Nokia is on the HGAC public safety contract and equipment pricing is part of a competitive procurement process that is compliant with State statutes. The undersigned requests that Pitkin County waive other procurement requirements and recognize this transaction as a sole source exception to the Pitkin County Procurement Code. �{-y- 9/12/2016 Department Head Date Section Head Date Approved Denied Reason for Denial: Jon Peacock, County Manager Date _ Note: Every effort should be made to obtain a written contract when otherwise required under County procedures. When a contract is obtained, complete the Clerk's check list and send the original signed contract with covershcct to clerk's office for archiving. 1 Contract ft 3002016 Budget Line Item It OUTSIDE AGENCY BID MEMORANDUM TO: Alcatel-Lucent Contract File FROM: Katie McEntyre RE: Provision of Microwave Backhaul Equipment and Services DATE: December 19, 2016 Houston-Galveston Area Council(HGAC) Contract#300.2016 Description of Project: Contractor shall provide goods, services and Federal Communications Commission (FCC) Licensing for County Microwave Upgrade Project. Budget: $ 525,015.76 Outside Agency Procurement process used: Contractor Contacted (who and how): Per the Sole Source Justification, Nokia specializes in high-capacity microwave backhaul equipment and services. The Pitkin County microwave network must support public safety and TV/FM translator bandwidth requirements and must be scalable to support broadband initiatives in the future. As ofJanuary 2016 Nokia and Alcatel-Lucent have merged and the Nokia equipment and services Pitkin County are sourcing shall be under the Alcatel-Lucent arm of their new company. 1.1 191����e ��/1 a. rocurement 0 fleet Date Co my Manager Date (Place in procurement file) Contract#bocacon.300.2016 Budget Line Item# AJ1TKIN V COUNTI CONTRACT FOR PROVISION OF SERVICES PROVISION OF MICROWAVE BACKHAUL EQUIPMENT AND SERVICES THIS CON'T'RACT("Contract"), together with any schedules or attachments, is made and entered by and between the County Board of County Commissioners ("County") and Alcatel-Lucent USA Inc., 601 Data Drive, Plano, TX 75075-7839 (hereinafter"Contractor"). 1. Term. The term of this contract is from November I, 2016 to October 31, 2017. At the expiration of the initial term, the contract may be extended for an additional term of one (1) year by the express written consent of both parties. 2. Contractor's Obligations. In compliance with Contractor's agreed pricing per the Houston- Galveston Area Council (HGAC) Contract attached as Exhibit A, Contractor shall provide Goods, Services and Federal Communications Commission (FCC) Licensing for County Microwave Upgrade Project. Contractor shall also provide the Nokia Microwave Packet Radio (MPR). The elements of the goods and installation services include the below and further described in Exhibit B and Exhibit C: Detailed Scope of Work and Pricing. • Hardware/Software and Spares • Transmission Engineering Services (includes FCC Licensing) • Installation Services • Engineering Services • Training In the case of any inconsistency between the Contract and any amendments, addendums, attachments or otherwise, the terms of this Contract shall be controlling. 3. Compensation and Expenses, Invoicing, Payment and Offset. The County shall compensate Contractor for its services in accordance with the Project Budget and Schedule set out in Paragraph 2. It is expressly understood and agreed that in no event will the total compensation and reimbursement to be paid hereunder exceed the sum of five hundred twenty-live thousand fifteen dollars and seventy six cents ($525,015.76) for all services rendered. By contract or amendment, the County and Contractor may reallocate the budget among project tasks if the total budget amount remains unchanged. Contract#boeucon.300.2016 Budget Line Item# 4. County's Exclusive Ownership of Work Product. Not Used. 5. County's Obligations. County shall administer this contract through a County Representative. Jeff Krueger, Communications Manager will manage the project as the County's Representative. The services provided and products delivered by the Contractor under this contract will be subject to review by the County's Representatives, or a designee, for compliance with Contractor's obligations prior to final payment. 6. Termination Prior to Expiration of Contract Term. Not Used. 7. Independent Contractor Status. A. The patties to this contract intend that the relationship between them contemplated by the contract is that of independent contractor. Contractor, and any agent, employee, or servant of Contractor shall not be deemed to be an employee, agent, or servant of County. B. Contractor is not required to offer his services exclusively to County under this contract. Contractor may choose to work for other individuals or entities during the term of this contract, provided that the basic services and deliverable products required under this Contract are submitted in the manner and on the schedule defined under this Contract. C. Contractor warrants that all work produced will conform to all applicable industry standard of care, skill and diligence in the performance of Contractor's obligations under this contract. D. Contractor shall not attempt to oversee or supervise the work or actions of any County employee, servant or agent in the course of completing work under this contract. E. Contractor is not entitled to any Workers' Compensation benefits through County and is responsible for payment of any federal, state, FICA and other income taxes. R Assignability. Not Used 9. Binding Arbitration. Any disputes arising out of this Contract shall be subject to binding arbitration. The parties agree that any disputes concerning the terms and conditions of this Contract shall be submitted and finally settled by arbitration. Arbitration shall be conducted pursuant to the rules of the American Arbitration Association and shall be presided over by the County Hearing Officer appointed to arbitrate County contract disputes. Costs of the arbitration shall be awarded to the substantially prevailing party. 10. Severability. In the event that any provision of this Contract shall be held to be invalid or unenforceable, the remaining provisions of this Contract shall remain valid and binding upon the parties hereto 11. Integration and Modification. A. This Contract represents the entire and integrated contract between the County and the Contractor and supersedes all prior negotiations, representations, or contract, either written or oral. This Contract may be amended only by written contract signed by both the County and the Contractor. 2 Contract#bocc.coa300.2016 Budget Line Item# B. The County may, from time to time, request changes in the scope of services of the Contractor to be performed hereunder. Such changes, including the increase or decrease in the amount of the Contractor's compensation, which are mutually agreed upon between the County and the Contractor, shall be in writing and upon execution shall become part of this Contract. 12. Indemnity. A. The Contractor agrees to indemnify,hold harmless and, not excluding the County's right to participate, defend the County, its subsidiary, parent, associated and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees, agents, volunteers, and any jurisdiction or agency issuing permits for any work included in the project„ hereinafter referred to as indemnitee, from all suits and claims, including attorneys fees and cost of litigation, actions, loss, damage, expense, cost or claims of any character or any nature arising out of the work done in fulfillment of the terms of this Contract or on account of any act, claim or amount arising or recovered under workers' compensation law or arising out of the failure of the Contractor to conform to any statutes, ordinances, regulation, law or court decree. It is agreed that the Contractor will be responsible for primary loss investigation, defense and judgment costs where this contract of indemnity applies. In consideration of the award of this contract, the Contractor agrees to waive all rights of subrogation against the County its subsidiary, parent, associated and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees, agents, and volunteers for losses arising from the work performed by the Contractor for the County. B. The Contractor further shall investigate, process, respond to, adjust,provide defense for and defend, pay or settle all claims, demands, or lawsuits related hereto at its sole expense and shall bear all other costs and expenses related thereto, even if the claim, demand or lawsuit is groundless, false or fraudulent. 13. Insurance. Contractor and subcontractors shall procure and maintain until all of their obligations have been discharged, including any warranty periods under this Contract are satisfied, insurance against claims for injury to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, employees or subcontractors. The insurance requirements herein are minimum requirements for this Contract and in no way limit the indemnity covenants contained in this Contract. The County in no way warrants that the minimum limits contained herein are sufficient to protect the Contractor from liabilities that might arise out of the performance of the work under this Contract by the Contractor, its agents, representatives, employees, or subcontractors. The Contractor shall assess its own risks and if it deems appropriate and/or prudent, maintain higher limits and/or broader coverages. The Contractor is not relieved of any liability or other obligations assumed or pursuant to the Contract by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types. 3 Contract#bocc.con.300.2016 Budget Linc ItcmN A. Coverage and Limits of Insurance. Contractor shall provide coverage with limits of liability not less than those stated below. An umbrella and/or excess liability policy may be used to meet the minimum liability requirements provided that the coverage is written on a "following form" basis. I. Statutory Workers' Compensation: Colorado statutory minimums a. Policy shall contain a waiver of subrogation against the County. b. This requirement shall not apply when a contractor or subcontractor is exempt under Colorado Workers' Compensation Act., AND when such contractor or subcontractor executes the appropriate sole proprietor waiver form. Minimum Limits: Coverage A (Workers' Compensation) Statutory Coverage B (Employers Liability) $ 500,000 $ 500,000 $ 500,000 2. Commercial General Liability—ISO ICG 0001 form or equivalent. (With County named as an additional insured) Minimum Limits: General Aggregate $ 2,000,000 Products/Completed Operations Aggregate $ 2,000,000 Each Occurrence Limit $ 1,000,000 Personal/Advertising Injury $ 1,000,000 Fire Damage (Any One Fire) $ 50,000 Medical Payments(Any One Person) 5 5,000 Coverage to include: • Premises and Operations • Explosions, Collapse and Underground Hazards • Personal /Advertising Injury • Products /Completed Operations • Liability assumed under an Insured Contract(including defense costs assumed under Contract) • Independent Contractors • Designated Construction Projects(s) General Aggregate Limit, ISO CG 2503 (1997 Edition or equivalent) • Additional Insured—Owners, Lessees or Contractors Endorsement, ISO Form 2010 (2004 Edition or equivalent) 4 Contract#bocc.con.300.2016 Budget Line Item# • Additional Insured—Owners,Lessees or Contractors Endorsement, ISO CG 2037 (2004 Edition or equivalent) • The policy shall be endorsed to include the following additional insured language on the Additional Insured Endorsements specified above: "Pitkin County, its subsidiary, parent, associated and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees, agents, and volunteers named as an additional insured with respect to liability and defense of suits arising out of the activities performed by, or on behalf of the Contractor, including completed operations". 3. Auto Liability: Bodily injury and property damage for any owned, hired, and non-owned vehicles used in the performance of this Contract. Minimum Limits: Bodily Injury/Property Damage(Each Accident) S 1,000,000 4. Special Coverages (check as appropriate and insert amount): ❑(1)Performance Bond $ ❑(2) Professional Errors and Omissions 0(3)Aircraft Liability ❑(4) Owner's Protective 0(5)Builder's Risk 0(6)Boiler and Machinery ❑(7)Loss of Use Insurance 0(8) Pollution Liability n(9) Crime, including Employee Dishonesty Coverage, or Fidelity Bond B. Proof of Insurance: 1. Each insurance policy required by the insurance provisions of this Contract shall provide the required coverage and shall not be suspended, voided or canceled except after thirty (30) days prior written notice has been given to the County, except when cancellation is for non-payment of premium, then ten 00) days prior notice may be given. Such notice shall be sent directly to (County Representative's Name & Address). If the insurance carrier will not provide the required notice, the Consultant/Contractor and or its insurance broker shall notify the County of any cancellation, or reduction in coverage or limits of any insurance within seven (7) days of receipt of insurers' notification to that effect. Simultaneously with the Certificates of Insurance, the Contractor shall file with the Procurement Officer a certified statement as to claims pending against the required coverages, reserves established on account of such claims, defense costs expended and amounts remaining on policy limits. 2. In addition,these Certificates of Insurance shall contain the following clauses: a. The contractor's insurance shall be primary and non-contributory with any insurance or self insurance purchased by the County. 5 Contract ft hocc.con 300.2016 Budget Line ItemH b. The insurance companies issuing the policy or policies hereunder shall have no recourse against the County of Pitkin for payment of any premiums or for assessments under any form of policy. c. Any and all deductibles or self insured retentions in the above-described insurance policies shall be assumed by and be for the amount of, and at the sole expense of the Contractor. Location of operations shall be: "all operations and locations at which work for the referenced Project is being done" 3. Certificates of Insurance for all renewal policies shall be delivered to the County's Representative at least fifteen (15) days prior to a policy's expiration date except for any policy expiring on the expiration date of this contract or thereafter. 4. The County reserves the right to request and receive a copy of any policy and any policy endorsement at any time during the term of this contract. 14. Exemptions and Preferences. All purchases of construction or building or any other materials for this contract shall not include Federal Excise Taxes or Colorado State or local sales or use taxes. County is exempt from such taxes under registration numbers 98-02624 and 84-78000-5K. 15. Records. The Contractor shall maintain comprehensive, complete and accurate books, records, and documents concerning its performance relating to this Contract for a period of three (3) years after final payment under the Contract and the County shall have the right within the three (3) year period to inspect and audit these books, records and documents, upon demand, in a reasonable manner and at reasonable times, for the purpose of determining, by accepted accounting and auditing standards, compliance with all provisions of the Contract and applicable law. 16. Contract Made in Colorado. The parties agree that this Contract was made in accordance with the laws of the State of Colorado and shall be so construed. Venue is agreed to be exclusively in the courts of Pitkin County, Colorado. 17. Attorney's Fees. In the event that legal action is necessary to enforce any of the provisions of this Contract beyond the arbitration described in Paragraph 9, the substantially prevailing party shall be entitled to its costs and reasonable attorney's fees. 18. Governmental Immunity. Contractor agrees and understands that County is relying on and does not waive, by any provision of this contract, the monetary limitations or terms (presently 5150,000 per person and 5600,000 per occurrence) or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, 24-10-101, et seq., C.R.S., as from time to time amended, or otherwise available to County or any of its officers, agents or employees. Further, nothing in this contract shall be construed or interpreted to require or provide for indemnification of the Contractor by the County for any injury to any person or any property damage whatsoever which is caused by the negligence or other misconduct of the County or its agent or employees. 6 Contract#bocc.con.300.2016 Budget Line Item# 19. Current Year Obligations. The parties acknowledge and agree that any payments provided for hereunder or requirements for future appropriations shall constitute only currently budgeted expenditures of County. County's obligations under this Contract are subject to County's annual right to budget and appropriate the sums necessary to provide the services set forth herein. No provisions of the contract shall constitute a mandatory charge or requirement in any ensuing fiscal year beyond the then current fiscal year of County. No provision of the Contract shall be construed or interpreted as creating a multiple-fiscal year direct or indirect debt or other financial obligation of County within the meaning of any constitutional or statutory debt limitation. This Contract shall not directly or indirectly obligate County to make any payments beyond those appropriated for County's then current fiscal year. No provisions of this Contract shall be construed to pledge or create a lien on any class or source of County's moneys, nor shall any provision of this Contract restrict the future issuance of County's bonds or any obligations payable from any class or source of County's money. 20. Notice. Any written notice required by this contract shall be deemed delivered through any of the following: (1) hand delivery to the person at the address below; (2)delivery by facsimile with confirmation of receipt to the fax number below; or (3) within three (3) days of being sent certified first class mail, postage prepaid, return receipt requested addressed as follows: A. To Pitkin County with copies to: Jeff Krueger County Attorney's Office 485 Rio Grande Place 123 Emma Rd., Suite 204 Aspen, Colorado 81611 Basalt, CO 81621 Ph: (970) 429-6114 Attomey@pitkincounty.com B. To Contractor: Alcatel-Lucent USA Inc. Atm: Contract Management/Juliette Gallegos 601 Data Drive Plano, Texas 75075-7839 Ph: 214-713-4226 21. Public Contracts for Services and Public Contracts with Natural Persons. In conformance with the provisions of C.R.S. § 8-17.5-101 and 102, as amended and C.R.S. § 24-76.5-101, as amended. PUBLIC CONTRACTS FOR SERVICES. CRS §8-17.5-101. [Not Applicable to agreements relating to the offer, issuance, or sale of securities, investment advisory services or fund management services, sponsored projects, intergovernmental agreements, or information technology services or products and services] Contractor certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this contract and will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this contract, through participation in the E-Verify Program 7 Contract#bocc.con.300 2016 Budget Line Renin or the Department program established pursuant to CRS §8-17.5-102(5)(c), Contractor shall not knowingly employ or contract with an illegal alien to perform work under this contract or enter into a contract with a subcontractor that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this contract. Contractor (a) shall not use E-Verify Program or Department program procedures to undertake pre-employment screening of job applicants while this contract is being performed, (b) shall notify the subcontractor and the contracting State agency within three days if Contractor has actual knowledge that a subcontractor is employing or contracting with an illegal alien for work under this contract, (c) shall terminate the subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three days of receiving the notice, and (d) shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to CRS §8-17.5-102(5), by the Colorado Department of Labor and Employment. If Contractor participates in the Department program, Contractor shall deliver to the contracting State agency, Institution of Higher Education or political subdivision a written, notarized affirmation, affirming that Contractor has examined the legal work status of such employee, and shall comply with all of the other requirements of the Department program. If Contractor fails to comply with any requirement of this provision or CRS §8-17.5-101 et seq., the contracting State agency, institution of higher education or political subdivision may terminate this contract for breach and, if so terminated, Contractor shall be liable for damages. PUBLIC CONTRACTS WITH NATURAL PERSONS. CRS §24-76.5-101. Contractor, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury that he or she (a) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (b) shall comply with the provisions of CRS §24-76.5-101 et seq., and (c) has produced one form of identification required by CRS §24-76.5-103 prior to the effective date of this contract. 8 Contract i bocc.con300 2016 Pudgy Linc km. IN 119TNESS WHEREOF,the parties have executed this contract as of the date first set out herein above. - /-42r. .c`- rc- CONTRACTOR. Sr ''e CONTRACTOR: Alcatel-Lucent USA Inc. DJ. U 3M.451 .P)-'n°:its /--_'yg /4/ -,' , Title Contract Mgmt Director 12/14/2016 Date Date PfIBIN COUNTY.COLORADO: Dv: i, 12/16/2016 Authorized Signer Dale -y-2 1w Co Manager Date NON-STANDARD/ADIJTIONAL LANG 1GE ADDED: _ �� /, 9% 1'.Iv JWfi .Cy am nnomey Date 9 Contract#hocc.con.300.2016 I3udget Linc Itcm# EXHIBIT A Houston-Galveston Area Council End User Agreement Appendix RECITALS Whereas, effective May 1, 2015, Contractor is a party to the Radio Communication/Emergency Response and Mobile Interoperability Equipment contract with the Houston-Galveston Area Council ("H-GAC Agreement"); and Whereas, H-GAC enters into the H-GAC Agreement as the agent for participating government agencies as End Users; and Whereas, the County has registered with the Houston-Galveston Area Council as an End User; and Whereas, the H-GAC Agreement provides for Contractor as the Contractor under the H-GAC Agreement to enter into contracts with End Users; and Whereas, the Parties wish to enter into this Agreement pursuant to the H-GAC Agreement. Now therefore, in consideration of the promises, the Parties agree as follows: 1. SCOPE 1.1. This Agreement provides for: (a) the sale by Contractor to County of new and/or refurbished standard equipment and components made commercially available for sale by Contractor ("Equipment"), (b) the license by Contractor to County of standard software and firmware (including third-party software and firmware) made commercially available for license by Contractor, regardless of the form or media on which it is delivered, solely in object code form and excluding source code ("Software"), (c)the license by Contractor to County of commercially available standard documentation relating to any Equipment or Software ("Documentation') and (d)the performance of services by Contractor ("Services"). The Parties will enter into one or more addenda or statements of work (each an"Addendum" and collectively"Addenda")to supplement this Agreement for specific Products or Services. All references to "Contract" include this document and its schedules together with any and all Addenda and their attachments. The term "Product" refers to Equipment, Software and/or Documentation, and the term "Licensed Materials" refers to Software and/or Documentation. 1.2. All Products and Services furnished by Contractor to County are for County's own internal use in the United States only. County represents and warrants that it shall not resell any Equipment. County has no right to sublicense any Licensed Materials. 2. ORDERING PROCEDURE 2.1. County will purchase Equipment, license Licensed Materials and/or engage Contractor to perform Services by delivering to Contractor a written order (an "Order"). Each Order is a firm offer and must (i) identify the County by full name and address; (ii) itemize the quantity, part number and description of the Equipment that County desires to purchase, the Licensed Materials that County desires to license, and/or the Services that County desires to engage Contractor to perform; (iii) state the price of the itemized Products and Services determined under Section 3 of this Appendix (the "Price"), (iv) identify the "bill-to" address, (v) identify the "ship-to" address, (vi) set forth the requested delivery dates (and any shipping instructions) and/or performance dates, consistent with Contractor's standard published intervals, (viii) provide a County contact name and telephone number, and (ix) explicitly refer to the number of this Contract. County's "bill-to" and "ship-to" address must be located within the United States. All Orders are subject to review and written 10 Contract#bocc.con.300.2016 Budget Line Item# acceptance by Contractor. Each Order is subject only to the terms and conditions of this Contract and the applicable Quotation (defined in Section 3.1). Terms and conditions contained in an Order, which are inconsistent with this Agreement or applicable Quotation, including any pre-printed terms and conditions on such Order, are ineffective and void. 2.2. Upon written acceptance of an Order, Contractor shall make reasonable efforts to deliver to County the requested Products and perform the requested Services on or prior to a mutually agreed date. 2.3. County may request in writing changes to an Order ("Change Request") that Contractor has previously accepted. In response to a Change Request, Contractor will provide written Quotations, including any changes to prices, license fees, delivery dates or completion dates. A Change Request is a separate Order subject to Contractor's change order process and written acceptance. 3. PRICES 3.1. The Price of a Product or Service is either (i) set forth in the appropriate Addendum or(ii)offered to County in a valid, specific, written quotation from Contractor(a"Quotation"). A Quotation is valid for 30 days after issuance, except as otherwise provided therein. All Quotations are deemed to incorporate this Agreement. If County submits an Order other than in response to a Quotation, then the Price of the requested Product or Service must be that set forth in the appropriate Addendum. Where a Quotation is signed by authorized representatives of Contractor and County, any provisions of that Quotation which conflict with this Agreement will supersede the comparable provisions of this Agreement, but only with respect to the particular Products and/or Services that are the subject of that Quotation. Contractor may change its prices at any time without prior notice to County, but such change will not affect any outstanding Quotation or any accepted Order. 3.2. The Price does not include, and County shall be liable for and shall reimburse Contractor for all of the following tax payments with respect to transactions under this Agreement, unless a valid tax exemption certificate is timely furnished to Contractor by County: State and local sales taxes, use taxes, including Arizona transaction privilege tax, Arkansas gross receipts tax, California sales tax, Hawaii general excise tax, Illinois retailer's occupation tax and New Mexico gross receipts tax or any other similar transaction tax Contractor is required to collect on behalf of or pay to any state/local tax jurisdiction, and Federal manufacturers' and retailers' excise taxes, as applicable. Taxes payable by County will be added to the Prices, as applicable, stated as separate items on the invoice, and submitted to County at the time Contractor seeks payment of the applicable Products and Services provided for each Order. County shall reimburse Contractor for and shall hold Contractor harmless from and against any tax, penalty, interest, or other charges that may be levied or assessed as a result of a tax jurisdiction audit determination including any costs and expenses incurred by Contractor in contesting any such tax liability as a result of Contractor following County's specific written taxation application and sourcing instructions, reliance on County's tax exemption certificate or County's acceptance of Contractor invoices without sales and use taxes as being correct regarding the reporting or collection of such tax. Upon Countys request, the Parties shall consult with respect to the basis and rates upon which Contractor shall pay any taxes for which County is obligated to reimburse Contractor under this Section. If County determines that in its opinion any such taxes are not payable or should be paid on a basis less than the full price or at rates less than the full tax rate, County shall so inform Contractor in writing. Contractor agrees to reasonably cooperate with Countys efforts to determine the applicable taxes for which County is obligated to reimburse Contractor. 3.3. The Price does not include, and County shall pay Contractor for, any and all charges for packing requirements exceeding Contractor's commercial standards. County shall pay for, or reimburse 11 Contract#bocc.con.300.2016 Budget line Item# Contractor if Contractor pays for, the shipment of any Product from Contractor's designated dock to the destination specified by County. Contractor shall prepay all applicable shipping charges, unless: (a) the Order requests shipment "Collect" and identifies the carrier and County's account number with that carrier and (b) County or its agent coordinates shipment with Contractor's transportation department in advance of delivery. 3.4. The Price is based on Contractor's standard, published intervals for shipping, planning, or completion, unless Contractor otherwise agrees in the Quotation or Addendum. The Price does not include, and County shall pay, or reimburse, Contractor for, any and all costs or charges for or relating to (a) specific or special delivery requirements (e.g., street closure, parking fees, lift gates, cranes, heavy-lifting equipment and other similar charges) and (b) goods or services needed to install any Product (e.g., obtaining power, telephone lines and other similar charges), except to the extent that those costs or charges have been explicitly identified and included in the related Quotation or accepted Order. 3.5. The Price for a Service is based on the specific assumptions, requirements, Product quantities, configuration(s), and location(s) set forth in the Quotation or Addendum, and the Price for a Service is subject to adjustment if any of the these items are changed or if a Service is renewed. 3.6. In addition to the Price for Services, County shall also pay charges incurred under this Agreement, including charges for: (a) work undertaken by Contractor at County's request that is not included in the Quotation; (b) time (including certain minimum charges), materials, and travel charges if Services are performed outside of the hours applicable to the Quotation; (c) support Services, including a response by Contractor to a fault report or request for assistance where no problem is found to exist or when the problem reported is one not covered by the Service Quotation or Addendum; and (d) Services for which increased costs are the result of County's failure to comply with its obligations herein. 3.7. Unless otherwise expressly agreed in a Quotation or Addendum, County shall reimburse Contractor for all out-of-pocket expenses relating to the Services, including expenses for travel, lodging and meals incurred by Contractor personnel who perform Services at a location other than their normal place of work. 4. PAYMENT TERMS 4L Contractor will issue invoices as follows: (a) for Products, upon shipment; (b) for non-recurring Services, including engineering and installation Services, as such Services are incurred; and (c) for recurring Services, including maintenance and management Services, upon commencement of such Services. Except as may be expressly provided in an applicable Addendum or Quotation, all amounts due for recurring Services are payable in advance. 4.2. Each invoice will describe the requested Products or Services and their respective Prices and will also show the total amount due to Contractor from County, including all taxes, transportation charges, and other costs or charges that are County's responsibility (the 'Invoice Total"). County shall pay each Invoice Total in full, exclusively in United States dollars, for receipt by Contractor within 30 days after the date of the related invoice. County shall pay each Invoice Total in excess of U.S. $100,000.00 by wire transfer according to the instructions on the invoice. 4.3. Contractor has the right to reject any unaccepted Order, suspend or delay shipment of any Product and/or performance of any Service under an accepted Order, if(i) County fails to maintain adequate creditworthiness as determined by Contractor in its sole discretion, (ii) County breaches any of its payment obligations under this Agreement or (iii) an Event of Default (defined in Section 15.1) exists. If Contractor fails to receive County's timely payment for Services, Contractor may immediately cease performing the Services. 12 Contract it bocc.con.300.20 16 Budget Line Iteral 4.4. County shall notify Contractor of any billing discrepancies or disputes about an invoice within 10 days after receiving it, specifying with particularity the basis of any such discrepancy or dispute ("Dispute Notice"). Tender of a Dispute Notice does not relieve County of its obligations to pay the undisputed portion of the invoice. The Parties shall negotiate in good faith to resolve any Dispute Notice. Interest will accrue on any past due amount (not subject to a Dispute Notice) at the lesser of 18% per annum or the maximum rate permitted by applicable law. Notwithstanding the foregoing, any amounts that were the subject of a Dispute Notice and are subsequently resolved in favor of Contractor will be subject to interest charges accruing from the original due date. County shall reimburse Contractor for reasonable attorneys' fees and other costs associated with collecting delinquent amounts. 4.5. County hereby grants Contractor a security interest in all Products and all proceeds of them in any form to secure payment and performance of all obligations of County under this Agreement. County shall provide such additional documentation as Contractor deems reasonably necessary to establish or perfect this security interest. 5. DELIVERY, TITLE, AND RISK OF LOSS 5.1. Delivery is FCA Contractor's designated dock (Incoterms® 2010). Contractor shall pack each Product for shipment according to Contractor's commercial standards, except as the Parties may otherwise agree in writing. 5.2. Title to Equipment, and risk of loss and damage to any Product, pass to County upon shipment. Contractor and its licensors retain title to all Licensed Materials, Contractor Confidential Information, and other data delivered to County and all copies of same. 6. ACCEPTANCE AND VERIFICATION TESTING 6-1. Products are deemed accepted upon shipment to County, unless Contractor is obligated to install the Products by the terms of an applicable Addendum or Quotation. 6.2. When Contractor is required by the terms of any Addendum or Quotation to install a Product, Contractor will perform its standard verification tests after the installation Service for that Product is complete, and upon successful completion, Contractor shall advise County that the installation has been verified. Upon the earlier of County's commercial or beneficial use of a Product or receipt of such advice (a)the Product will be deemed accepted by County and (b) any failure by Contractor to perform the related installation Services will be deemed waived by County. If County's actions cause a delay in Contractor's installation for more than 15 days (in aggregate)following delivery, County's acceptance will be deemed to occur on the 16'h day after the delivery date. 6.3. Acceptance of Services is deemed to occur as Services are completed. 7. GRANT OF LICENSE 7.1. County shall use all Licensed Materials in accordance with this Section 7. Upon delivery of any Licensed Material and subject to County's payment of the applicable fees for such Licensed Material and compliance with the other terms and conditions of this Agreement, Contractor grants to County, and County accepts, a personal, nonexclusive, nontransferable license to use the portions of the Licensed Material for which activation has been authorized by Contractor, solely on or with the single unit or arrangement of Equipment for which the Licensed Material was delivered, for County's internal use in the United States. 13 Contract#bocc.con.300.2016 Budget Line Item# 7.2. County acknowledges and agrees that: (a) Contractor may have encoded within the Software optional functionality,features and/or capacity, which may be accessed only through the purchase of the applicable license extension from Contractor at an additional Price (no licenses are granted to such functionality, features and/or capacity unless County purchases the applicable license extension); and (b) County may need to obtain a new or additional application key from Contractor to use such Software. 7.3. This Agreement applies to all updates, upgrades, maintenance releases, revisions and enhancements for the Licensed Materials which Contractor may supply to County from time to time. 7.4. County may copy Licensed Materials as reasonably necessary for backup and archival purposes if the copies contain all of the Contractor proprietary notices contained in the original Licensed Materials. All copies of all Licensed Materials (including partial copies) are Contractor Confidential Information. All rights, title and interest in and to the Licensed Materials, including all intellectual property rights, remain vested in Contractor, its suppliers and licensors, and County is granted only a limited license to use the Licensed Materials in conjunction with the Equipment, as set out in this Section 7. 7.5. County shall not directly or indirectly: (a) modify, copy, transmit, alter, merge, decompile, disassemble, reverse engineer or adapt any Licensed Material or portion thereof; (b) encumber, time- share, rent or lease the rights granted herein; (c) manufacture, adapt, create derivative works of, localize, port or otherwise modify any Licensed Material or portion thereof; (d) disclose or otherwise make available any Licensed Material or portion thereof to any third party; (e) enable any Software functionality, feature or capacity which Contractor licenses as a separate product, without Contractor's prior written consent; (f) take any action that may result in the Software becoming subjected to the terms of a license that requires it to be (i) disclosed or distributed in source code form, (II) licensed for the purpose of making derivative works, or (iii) redistributable at no charge; or (g) use any Licensed Material or portion thereof except in accordance with this Section 7. 7.6. Upon reasonable prior written notice. Contractor may inspect and audit County's compliance with this Section 7 during normal business hours. County shall cooperate with the audit and shall grant assistance and access to applicable records, materials, personnel, Equipment, and any other information or products which may reasonably enable Contractor to determine whether the use, copying and disclosure of the Licensed Materials comply with this Agreement- In addition, County shall provide remote access to its systems to enable Contractor to electronically audit County's compliance with this Section 7. If an audit reveals that County possesses or at any time possessed unlicensed copies of any Licensed Materials, or used any Licensed Materials beyond the licensed functionality, features or capacity restrictions or beyond the terms stated herein, then County shall pay Contractor the applicable license fees (plus interest) and the costs incurred in the audit immediately upon request. 7.7. Certain Software may be delivered with its own specific license ("Additional License"). In such a case, the terms of the Additional License will be delivered to County, such as in a separate license.txt file or as part of a tear-open document, and will govern use of the Software by County to the extent Contractor does not have a right to supersede them in this Agreement. Contractor's licensors are third party beneficiaries of this Agreement with respect to their Licensed Materials, 7.8. If County's license or Additional License is cancelled or terminated, or when County no longer uses the Licensed Materials, County shall return or destroy the Licensed Materials and all copies and certify to Contractor that it has done so. 8. LIMITED WARRANTY 8.1. Contractor warrants to County that for the warranty period defined in Section 8.2: (a) Equipment and Software media manufactured by Contractor (including those manufactured for Contractor by a 14 Contract#boec.con.300 2016 Budget line'Burnt/ contract manufacturer and based on Contractor's procurement specification) and purchased hereunder will, under normal use and service, be free from defects in material and workmanship; (b) Equipment manufactured by Contractor or Software owned by Contractor and purchased or licensed hereunder will materially conform to Contractor's specifications in effect on the date of shipment; and (c) Services purchased hereunder will be performed in accordance with Contractor's written standards, or in the absence of such standards, in a professional and workmanlike manner. However, Contractor makes no warranty that any Software will operate uninterrupted or error free. For Products or partial assembly of Products furnished by Contractor where the Equipment and Software media was not manufactured by Contractor and/or the Software is not owned by Contractor, Contractor hereby assigns, to the extent permitted, the warranties given to Contractor by its suppliers or licensors of such items. 8.2. The warranty period for Contractor Equipment and Software is 12 months and begins on the shipment date, unless Contractor performs installation Services for the Equipment or Software, in which case the warranty period begins on the date of Product acceptance as determined under Section 6. The warranty period for Services is 30 days beginning on the date of completion. 8.3. If any Equipment is not as warranted in this Section 8, then (a) County must obtain from Contractor a return authorization number and properly pack and return the Equipment at its expense, together with the authorization number and a detailed description of the problem, to Contractor's designated repair facility; and (b) Contractor shall repair or replace the Equipment and return it at Contractor's expense to County's point of shipment. County has the risk of loss and damage to any Equipment returned to Contractor for repair or replacement until receipt by Contractor of such Equipment. Contractor shall assume the risk of loss and damage to any Equipment returned to Contractor for repair or replacement from receipt until delivery to County's point of shipment. If Contractor ascertains that Equipment is not readily returnable for repair,then at its option, Contractor may elect to repair or replace the Equipment at County's site. In such instances, County, at its expense, shall make the Equipment accessible for repair or replacement and shall restore the site after Contractor has completed its repair or replacement. For any Equipment or parts thereof repaired or replaced under this Section 8, the warranty period applicable to the Equipment will continue for the longer of (c)the remainder of the original warranty period or(d)90 days after shipment date of the repaired or replaced Equipment. 8.4. Upon notice from County that any Software is not as warranted in this Section 8, Contractor shall correct the Software by (a) electronic means or (b) delivery to County of suitable media chosen solely by Contractor. The warranty period for the corrected Software via fixes and/or patches will be the remainder of the original warranty period. 8.5. Upon notice from County that any Service is not as warranted in this Section 8, Contractor shall correct the Service. The warranty period for the corrected Service will be the remainder of the original warranty period. 8.6. If Contractor determines that it cannot, in a commercially reasonable manner: (a) repair or replace any Equipment, (b) correct any Software, or (c) correct any Services, then Contractor may, in its sole discretion, credit to County the Price of the Product or Services, less a reasonable adjustment for beneficial use. In repairing or replacing any Equipment, part of Equipment, or Software medium under this warranty, Contractor may use new, remanufactured, reconditioned, refurbished, or functionally equivalent Equipment, parts of Equipment, or Software medium. 8.7. Notwithstanding any provision of this Agreement to the contrary, Contractor has no obligation to repair or replace any Equipment, correct any Software, or correct any Services if(a)the Product has been modified, repaired or reworked by anyone other than Contractor; or (b) the defect is the result of(i) any improper storage, handling or use by anyone other than Contractor, (il)failure to provide a suitable climatic and/or operational environment (including, by way of example,failure to provide the 15 Contract#bocc.con.300.2016 Budget Line Iternf facilities prescribed in Contractor's specifications, failure to provide for adequate control of humidity or failure to prevent the ingress of dust particles), (iii) operator error, (iv) improper installation of the Product by anyone other than Contractor, (v) use in a manner not in accordance with the Documentation, (vi)failure to implement any new releases or updates to the Software, (vii) any use of the Product in conjunction with another non-Contractor product (except to the extent provided in the Documentation), (viii) consumable items, including fuses, light bulbs, motor brushes and the like, (ix) Products which have had their serial numbers or month and year of manufacture removed, altered, defaced, or deleted, or(x) any damage by power failure, fire, explosion or any act of God or other cause beyond Contractor's control. The warranties set forth in this Section 8 are nontransferable. 8.8. If Contractor determines that any returned Equipment or Software is not defective. County shall pay Contractor's costs of handling, inspecting, testing, and transportation and, if applicable, travel and living expenses. 8.9. Warranty does not include: Contractor assisting in diagnostic efforts; access to Contractor's technical support web sites, databases, or tools; Product integration; on-site assistance; or Documentation updates. These Services may be available during and after the warranty period at Contractor's published prices. 8.10. THE LIMITED WARRANTY SET FORTH IN THIS SECTION FOR PRODUCTS AND SERVICES IS THE EXCLUSIVE WARRANTY. ALCATEL-LUCENT DISCLAIMS ALL OTHER WARRANTIES, REPRESENTATIONS AND/OR CONDITIONS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NON-INFRINGEMENT. THE REMEDIES PROVIDED UNDER SECTIONS 8.3, 8.4 AND 8.5 ARE CUSTOMER'S EXCLUSIVE REMEDIES FOR FAILURE OF PRODUCTS OR SERVICES TO CONFORM TO THE WARRANTY. 9. CONFIDENTIAL INFORMATION 9.1. "Confidential Information" means: (a) any nonpublic information disclosed by either Party (the "Discloser') to the other Party (the "Recipient') in any form, including written, electronic, photographic or other tangible form, or information provided orally or visually; (b) any notes and other records made from or about such information; (c) all copies of any of such information, notes or other records; and (d) the terms and conditions of this Agreement. Confidential Information disclosed in a tangible or electronic form may be marked or otherwise identified by Discloser with a legend as being confidential or proprietary, but the absence of such mark or identification will not affect Recipient's obligations to treat such information as Confidential Information. 9.2. Discloser grants Recipient the right to use the Confidential Information solely to exercise its rights and to perform its obligations under this Agreement (the "Purpose"). Recipient shall hold the Confidential Information in confidence using the same degree of care the Recipient normally exercises to protect its own proprietary information of a similar nature, using no less than a reasonable degree of care, and shall not disclose the Confidential Information to any third party, except as expressly provided herein. Recipient may disclose Discloser's Confidential Information only to those of Recipients and its affiliates' employees ("Representatives")who require knowledge of the Confidential Information to accomplish the Purpose and who have been advised by County of their obligations under this Agreement. In addition, Recipient may disclose Confidential Information of Discloser to Recipient's subcontractors and agents who, in each case, (i) require knowledge of the Confidential Information to accomplish the Purpose, (ii) have agreed in writing to maintain the confidentiality of the information and NO are not competitors or employees of any competitor of Contractor or any of its affiliates (when County is the Recipient). Recipient shall provide Discloser with a copy of each such writing at its request. Recipient is liable for each Representative's, subcontractor's and agents compliance with this Agreement. An individual who has seen 16 Contract#bocc.can.300.2016 Budget Line Item# Discloser's Confidential Information under this Agreement is not precluded from working on projects for Recipient that relate to similar subject matters whether during or after the term of this Agreement, provided that the individual does not use or make reference to Discloser's Confidential Information. 9.3. The preceding obligations and restrictions do not apply to Confidential Information if, and then only to the extent that, it: (a) was known to Recipient before receipt from Discloser; (b) is generally available to the public (or becomes so) without the fault or negligence of Recipient; (c) is or was rightfully received by Recipient from a third party without a duty of confidentiality; or (d) is or was independently developed by or for Recipient or its affiliates without any use of or reference to Discloser's Confidential Information. 9.4. Recipient may disclose the Confidential Information as required by law; provided, however, that Recipient shall (a) when permitted by law, give Discloser prompt written notice of a disclosure requirement and before the disclosure is made, (b)take reasonable actions and provide reasonable assistance to Discloser to secure confidential treatment at Recipient's cost, and (c) disclose only such Confidential Information as is required by law. 9.5. Recipient shall promptly return or destroy (at Discloser's option) all copies and excerpts of the Confidential Information to Discloser when no longer needed or when requested to do so by Discloser, except for copies of documents in electronic formats that are made as a consequence of automatic backup processes and procedures. Despite the preceding sentence, latent data such as deleted files and other non-logical data types, such as memory dumps, swap files, temporary files, printer spool files and metadata that can customarily only be retrieved by computer forensics experts and are generally considered inaccessible without the use of specialized tools and techniques will not be within the requirement for return or destruction of Confidential Information. 9.6. Other than the limited right to use the Confidential Information for the Purpose, Discloser does not grant any right or license, explicitly or implicitly, under any trademark, patent, copyright, mask work protection right, trade secret, or any other intellectual property right. 10. EXPORT CONTROL 10.1. The Parties acknowledge that Products, Licensed Materials and Confidential Information may be subject to the export laws and regulations of the United States, the European Union and/or other countries (cumulatively, "Export Laws"). County shall not use, distribute, export, re-export, transfer, or transmit the Products, Licensed Materials or Confidential Information (even if incorporated into other items) in violation of the Export Laws. If requested by Contractor, County will sign written assurances and other export-related documents as may be required for Contractor to comply with the Export Laws. 11. INFRINGEMENT INDEMNITY 11.1. Subject to the conditions and exceptions stated below, Contractor: (a) shall defend County against any claim, action or proceeding brought against County alleging an infringement or misappropriation of any United States patent, copyright, trade secret or other intellectual property right of any third party (other than an affiliate of County) because of use, consistent with Contractor's specifications, of any Equipment manufactured by Contractor or Software owned by Contractor (a "Claim") and provided to County under this Agreement; and (b) shall indemnify County against, and hold County harmless from, any and all costs and damages assessed against County in a final judgment on such Claim, if: (i) County gives Contractor prompt written notice of the Claim, (ii) County grants to Contractor the sole authority to assume the defense, and the sole right to settle the Claim, through counsel chosen by Contractor, and (iii) County furnishes all information and assistance requested by 17 Contract# boco.con.300.2016 Budget Line Item# Contractor and reasonably cooperates with Contractor to facilitate the defense and settlement of the Claim. 11.2. If County's use of any Product is enjoined as a result of any Claim, is subject to a Claim, or in Contractor's opinion is likely to be enjoined or to be subject to a Claim, then, at its expense, Contractor may: (a) procure for County the right to continue to use the Product; or (b) replace or modify the Product with a functionally-equivalent or better Product so that County's use is not subject to a Claim. If Contractor determines that it cannot accomplish either of the foregoing in a commercially reasonable manner, then, upon Contractor's request, (c) County shall deliver the Product to Contractor, and (d) Contractor shall promptly credit to County the Price of the Product less a reasonable allowance for use. 11.3. Contractor has no obligations under this Section 11 with respect to a Claim to the extent that it: (a) arises from adherence to design modifications, specifications, drawings or written instructions which County directs Contractor to follow, (b) relates to uses of any Product in combination with any item not provided directly by Contractor, if use of the Product alone would not have resulted in such infringement, (c) relates to the use of any Product in a manner not contemplated by this Agreement, or (d) relates to a modification of any Product by any person other than Contractor. Furthermore, County shall defend Contractor against any such Claim, and indemnify Contractor against, and hold Contractor harmless from, any and all costs and damages incurred by Contractor arising from any such Claim. 11.4. The rights and remedies set forth in this Section 11 are County's exclusive rights and remedies with respect to third party claims of infringement and misappropriation. 12. SERVICES 12.1. The term of performance for each Service will begin when specified in the Service Quotation or Addendum and will continue until the earlier of: (a) the expiry date specified in the Quotation or Addendum; (b) the date the Service has been accepted or completed, as the case may be; or (c) the date it is terminated under this Agreement. 12.2. County understands that Contractor is in the business of providing services drawing upon the knowledge, understanding and expertise Contractor has gained from working with many varied customers. Nothing in this Agreement will be deemed to assign rights to or limit Contractor's use of any information, know-how or knowledge to the extent it does not contain County's Confidential Information. 12.3. County hereby grants to Contractor a non-exclusive, personal. royalty-free and non-transferable license to make, have made, use, execute, perform, copy (as reasonably necessary), display, modify and make derivative works under any and all intellectual property rights owned by County to the extent necessary for furnishing Services and deliverables under this Agreement and to perform its obligations under this Agreement. Except as expressly set forth in this Agreement, no right or license is either granted or implied by either Party to the other with respect to any technical or business information, or with respect to rights in any patents, trademarks, copyrights, trade secrets, mask work protection rights, and other intellectual property. Subject to County's right, title and interest in County's Confidential Information, any and all inventions, derivative works. improvements, developments or innovations that Contractor (and its contractors or consultants, as the case may be) may make, conceive or devise in the course of performing Services and/or furnishing deliverables under this Agreement, are the sole and exclusive property of Contractor, including all patents, copyrights, trademarks and trade secrets embodied in them. 12.4. Contractor will make reasonable efforts consistent with sound business practices to honor County's specific requests regarding assignment of employees, but Contractor reserves the sole right to 18 Contract It bacc.con.300.2016 Budget Line Item# determine the assignment of its personnel to perform Services hereunder. Contractor personnel at all times are subject to the employment conditions of Contractor and not those of County. 12.5. During the term of this Agreement (including any extensions) and for one year after termination or expiration of this Agreement, County shall not, except with Contractor's prior written consent, solicit for employment Contractor employees performing Services under this Agreement. This does not restrict County from placing employment advertising in trade or general media or from using recruiters provided that such advertising and recruiters do not target Contractor employees. 13. CUSTOMER'S RESPONSIBILITIES 13.1. At all times during the performance of any Services at County's site, County shall (a)ensure that all easements, rights-of-way and other permits necessary to permit the performance of the Services are in effect, (b) ensure that the site is safe and free from actual or potential hazards and equipped with reasonable heat, light, plumbing, working and staging space, electricity and ventilation, (c) provide sufficient on-site storage space for Contractor's equipment and materials, (d) ensure that Contractor's personnel have access to the site and to the applicable Products during the times necessary to perform the Services, and (e) timely comply with Contractor's reasonable requests for information necessary to permit Contractor to perform the Services properly. While performing Services, Contractor personnel shall comply with any and all site security rules provided and agreed to by Contractor in advance. 13.2. County shall cooperate with Contractor in the performance of Services hereunder, and perform County's responsibilities specified in each Service Quotation or Addendum. In addition, County shall: (a) provide experienced, qualified personnel having appropriate skills to perform their assigned tasks and duties in a competent, timely fashion and assist Contractor in completing the Services; (b) promptly render all reviews, decisions and approvals so as not to delay or impede Contractor's performance of Services; (c) ensure that a County representative is available during regular business hours to provide such information and assistance as Contractor may require in connection with the Services, (d) promptly notify Contractor of any issues or concerns; (e) regularly back up files and all data; (f) conduct acceptance tests for Services and Products following the procedures in any Service Quotation or Addendum, or as agreed in writing; (g) unless site preparation is specified as a Service to be provided by Contractor, prepare its site for installation of any Products, providing a standard telecommunications environment according to the applicable site and equipment specifications including the removal and proper disposal of all asbestos or other hazardous materials; and (h) furnish to Contractor the appropriate interface specifications necessary to connect Equipment to, or use the Licensed Materials on or with, County's network infrastructure, and all rights necessary to use such interface specifications to connect Equipment to, or use the Licensed Materials on or with, County's network infrastructure. County shall ensure the accuracy and completeness of such interface specifications, and Contractor is not responsible for any consequences resulting from inaccurate or incomplete interface specifications. 13.3. County understands that Contractor's performance is dependent on County's timely and effective satisfaction of County's responsibilities under this Agreement, including timely decisions and approvals. If County fails to meet any of its responsibilities stated in this Agreement or in applicable Addenda or Service Quotations, Contractor will be excused from performing its obligations until County provides what Contractor requires to perform. 14. LIMITATION OF LIABILITY 14.1. Please see Articles 13 and 14 of the H-GAC Agreement. 15. TERMINATION 19 Contract h bocc.con.300.20 I6 Budget Line trend/ 15.1. Upon the occurrence of any one or more of the following events and upon notice to County, Contractor will have the right, in its sole discretion and without prejudice to any other rights or remedies which it may have under this Agreement, to immediately terminate this Agreement in its entirety and to suspend performance hereunder (including suspension of performance of all outstanding Orders), without any further obligation or liability to County except with respect to Products already shipped and Services already performed: (a) County files, or consents to the filing against it of, any petition for relief, reorganization or liquidation under any bankruptcy or insolvency law of any jurisdiction, or has any such petition filed against it that is not dismissed within 30 days thereafter or makes a general assignment for the benefit of its creditors, or consents to the appointment of a custodian, receiver, trustee or other officer with similar powers over a substantial portion of its assets, or has any proceeding seeking such an appointment filed against it that is not dismissed within 30 days thereafter; (b) County becomes controlled by, in control of, or under common control with, any competitor of Contractor; (c) County breaches its obligation to, or otherwise fails, to make payment of any amount when due to Contractor, regardless of (i) whether such amount results from an invoice, fee or charge due under this Agreement or (ii) whether a portion of the invoice is subject to a Dispute Notice, and such breach or default continues for a period of 10 days after County's receipt of notice thereof; (d) County is in breach of any of its material obligations under this Agreement and such breach continues for 30 days after County's receipt of notice thereof; (e) County breaches any term or condition of any Software license or its obligations under "Use of Confidential Information" above and that breach continues for 10 days after receiving notice thereof; or (f) County or any of its affiliates breaches any of the terms of any other agreement, as such breach is defined in such agreement, between County or any of its subsidiaries or affiliates and Contractor or any of its subsidiaries or affiliates. Each of the events described in subparagraphs (a)through (f)above constitutes an "Event of Default". 15.2. If Contractor breaches any of its material obligations under this Agreement, and such breach continues for 30 days after receiving County's written notice thereof, then County will have the right, upon written notice to Contractor, and in County's sole discretion and without prejudice to any other rights or remedies which it may have under this Agreement, to immediately terminate this Agreement in its entirety without any further obligation or liability to Contractor except with respect to County's payment obligations respecting Orders for Products already shipped and Services already performed. 15.3. If a Party is in material breach of: (i) a provision of this Agreement related to Services; and/or (ii) a Quotation or Addendum related to Services, and the breach continues for more than 30 days after the non-breaching Party delivers to the other Party notice thereof, then the non-breaching Party may terminate the specific Services provision, Quotation and/or Addendum that is the subject of the breach_ 154. Upon termination for any reason or expiry of this Agreement or any Services-related Quotation or Addendum: (a) Contractor may immediately cease providing any Services; (b) County shall immediately pay all sums due to Contractor, for Products and Services provided as of the date of termination, including costs and expenses and pro-rated fees for work partially complete at the date of termination; and (g) Sections 4, 7 - 11, 14, 15, and 10 survive, provided however that Countys rights under Section 7 "Grant of License" and Section 9 "Use of Confidential Information" will not survive if County's breach of either of those Sections gave rise to the termination. Upon County's payment of all amounts owing to Contractor, Contractor will deliver all Licensed Materials and work in progress in Contractor's possession as of the date of termination. 15.5. As used in this Section 15, "written notice" means a reasonably detailed statement of the subject matter of the Event of Default or breach 16. U.S. FEDERAL GOVERNMENT END CUSTOMER REOUIREMENT 20 Contract#bocc.con.300.2016 Budget line Item# 16.1. County represents and warrants during the term of this Agreement that it is not: (i) an instrumentality of the federal government of the United States of America, including any of its departments, agencies, branches, or offices; or (ii) a quasi federal government entity, such as a government- sponsored enterprise (GSE); federally funded research and development corporation (FFRDC); or federally chartered corporation or nonprofit organization. 17. GENERAL 17.1. Each Party giving any notice or making any request, demand or other communication required or permitted by this Agreement must do so in writing and must use one of the following methods of delivery: (a) personal delivery, (b) certified first class mail, postage prepaid, return receipt requested, (c) facsimile transmission with confirmation copy by certified mail, return receipt requested, or (d) nationally recognized overnight courier, with all fees prepaid. A Party giving a notice shall address the notice to the appropriate person at the receiving Party(the "Addressee") at the address listed on the signature page of this Agreement or to another Addressee or another address as designated by a Party in a notice pursuant to this Section. A notice is effective only if the Party giving the notice has complied with this Section and if the Addressee has received the notice. 17.2. A Party will be excused (a) from whatever performance is prevented by acts or events beyond its reasonable control (including but not limited to acts of war, acts of nature, fire, flood or other natural disasters, government requirements, wars, riots, strikes, power failures, or embargoes) and (b)from satisfying whatever conditions precedent to the other Party's obligations that cannot be satisfied due to acts or events beyond its reasonable control. In the event of such delays, the schedule will be extended for the duration of the delaying cause. Despite the preceding sentences, a Party is not excused from making any payment hereunder due to acts or events beyond its reasonable control. 17.3. Except as otherwise expressly provided in this Agreement, each Party shall bear any and all costs and expenses incurred by it in connection with the exercise of its rights and the performance of its obligations under this Agreement. 17.4. If a taxing authority or other governmental entity audits either Party, the other Party agrees to reasonably cooperate with the Party being audited in order to respond to any audit inquiries in an appropriate and timely manner, so that the audit and any resulting controversy may be resolved expeditiously. 17.5. Contractor may issue a press release or make other public announcements announcing the execution, existence or implementation of this Agreement. Except as provided in the preceding sentence, neither Party shall release or publish news releases, announcements, advertising or other publicity relating to the Products or Services or mentioning or implying the name, trademarks, logos, service marks or other identification of the other Party or its affiliates or their respective personnel without the prior review and written consent of the other Party. 17.6. County acknowledges that Nokia Corporation ("Nokia") and Alcatel Lucent, a French limited liability company ("ALU"), the ultimate parent of Contractor USA Inc. ("ALUSA"), have announced their intention to combine (the "Combination") and, in connection therewith, have entered into a Memorandum of Understanding dated as of April 15, 2015, under which Nokia will make an offer to purchase all of the outstanding equity securities issued by ALU. Notwithstanding anything contained in this Agreement, County hereby agrees that this Agreement will be assignable and delegable, in whole or in part, by ALUSA in its discretion and without the consent of County(cumulatively, the "Assignment"), to any entities who are affiliates of ALUSA or Nokia (the "Assignee"), as may be required to facilitate the Combination. Any Assignment shall immediately and automatically release ALUSA from any and all obligations and liabilities under this Agreement, provided that the Assignee has agreed to unconditionally assume any and all obligations and liabilities of ALUSA under this Agreement. ALUSA shall promptly advise County of any Assignment. County hereby covenants and 21 Contract A bocc.con.300.2016 Budget Line Iteinil agrees that it will from time to time and at all times hereafter, upon request of ALUSA, make, do, execute and perform, or cause to be made, done, executed and performed, all such further acts, deeds, and documents and give all such further assurances as may be reasonably required by ALUSA relating to, arising out of or associated with the Combination or any Assignment. 22 Contract N bocc.con.300.2016 Budget Line Itemt, EXHIBIT B Statement of Work (SOW) for Pitkin County 1. Project Overview This SOW provides professional services in support of County's 400Mbs 7 hop project, including: • Frequency Planning, Coordination, Licensing and Engineering • Small Network Design— IP Service Routers • 5620 SAM Installation • Network Integration — IP Service Routers 2. Services Contractor and County will perform the responsibilities assigned to them, respectively, in this SOW. Table Legend: AL=Contractor; C=County(County) Lai .$ -'eR4,08 ikx.!; : O. �?k2tx •t zLs` • €r aa . • r s Tasks.n a -RLs44,C - E.. MISMINIKOMMOWLSc'T�e 'in a41teeil 4`€ tv:';, . Frequency planning Services include frequency selection, prior coordination, interference case resolution, and FCC license application documentation preparation. Interference studies will be conducted utilizing industry accepted methods, hardware, and software to build a database that is as accurate as possible at the time of the study. County must be aware that a resolution to the frequency plan (Interference Resolution) may require antenna upgrades or other charges in system design. Complete frequency selection and provide frequency coordination data sheets x Complete the Prior Coordination Notice and associated Supplemental Showing documents under x FCC Part 101.103(d) rules Complete the FCC 601 license application x File the license application with the FCC x Payment of FCC license fees x Small'Network+Design—IP Service Routers Contractor will work with County to produce a network design which reflects the objectives and x requirements for the network solution that has been proposed for this SOW. The design work is done at an Contractor R&D center where design options can be verified in a lab and discussed among the Contractor team of architects. Small Network Design— IP Service Routers will cover: • 7705 SAR-8 Lead a remote services and technical requirements gathering workshop with County's engineers x to obtain the required information to start the architecture and design process Develop a Small Network Design for the small network IP/MPLS project, based on the service and x network requirements provided by County.The Small Network Design will cover the following components: • Physical architecture(e.g., hub and spoke, daisy chain, ring, etc.) • Element and network security • Network management connectivity • Resilience model • Failover mechanisms • Naming conventions 23 Contract It bocc.con.300.2016 Budget Line item# • QoS implementation (policies for classification, marking, queuing), based upon County's specific service requirements • Ethernet port configuration parameters • IP addressing scheme • L3 network interface configuration parameters • New IP/MPLS network architecture • !GP design (topology and standardized parameter settings) • MPLS design (LDP and RSVP) including seamless MPLS design • Network synchronization • Service definition and standardization • Various flavors of VLLs (A/C/EIF pipes) • VPLS Organize and lead a remote meeting with County's engineers to review the design content x Obtain joint sign-off of the Small Network Design document by County and Contractor design x x engineers Deliver: x • Remote design workshop • High Level Design (HLD) document—pptx formal County responsibilities: x • Provide the Contractor Network Engineering team with all relevant service and technical requirements prior to the Service commencement. • Provide full detailed service descriptions and requirements for all required services. These must be clearly understood throughout the design process. • Any new requirements raised after the delivery of the final HLD document to County will be considered out of the scope of this proposal. • Respond to Contractor technical questions and inquiries for information in a timely manner. Contractor requires turnaround on technical requests within 24 hours. • Provide knowledgeable personnel to attend the design workshop, and review and approve the HLD document in accordance with a schedule to be developed between Contractor and County. 5620 SAM Installation - - Install the pertinent 5620 SAM software components in County's environment. All work will be x performed remotely. 5620 SAM installation may cover: • 5620 SAM Server • 5620 SAM Database • 5620 SAM Auxiliary • 5620 5AM client Delegate • [-woundant setup ▪ Distributed system Preparation: x • Prior to Inatallalion in County's environment. gather the appropriate recommendations on Ike following: • Workstation hardware and OS specification • NAT Information, if applicable, and firewall information • Type of installation and deployment and license Information • Hardware and OS compatibility with the 5620 SAM release • Appropriate file system configuration and sizes • User configuration, group, default values • Conduct a conference call with County engineers and operators to explain the installation steps and procedure Installation: - x Once the platform requirements have been collected and implemented, perform the following: • Install the OS software and patches necessary for the 5620 SAM release • Install the Database software 24 Contract 4 bocc.con.300.2016 Budget Linc Ilan# ' " az p x, r-k� "i :yS r v 4+ed 'S"tn.; t'YALC aatr�'Naitasks z„ •-”, kALL C • Install the 5620 SAM Server software • Install the 5620 SAM Auxiliary Server software (if applicable) • Install the 5620 SAM Client Delegate software (if applicable) • Connect the routers (up to 3 routers), if the routers are available during the installation, via the discovery mechanism, to test the connectivity • Test to ensure all recommended backup, restore and resynchronizations follow the design and best practices • Test the activity switch mechanism for a redundant setup • Respond to questions related to the 5620 SAM application installation and operation Deliver: x • Integrated 5620 SAM application County responsibilities: x • Provide Contractor IP Routing Professional Services with all relevant service and technical requirements prior to service commencement. • Ensure VPN access to the hardware server/s designated for the 5620 SAM, and accessibility of the network elements from that system. Accessibility issues between the network elements and the 5620 SAM (e.g., access list, firewall, VPN, VLAN, etc.) must be addressed up-front by County prior to the start of this service. —Remote Option • Respond to Contractor IP Routing Professional Services technical questions and inquiries for information in a timely manner. Contractor requires turnaround on technical requests within 24 hours. • Provide the system hardware, operating system and software specifications for the 5620 SAM. • Provide licensed copy/ies of the software. • Ensure their OS includes the latest OS patches to warrant their system is not vulnerable to any security threats or known software defects at the OS level. • Ensure all network elements to be managed by the 5620 SAM have been provisioned for SNMP management. • Complete all pre-testing of facilities(if applicable). • Ensure the workstation hardware is installed, cabled and turned up prior to the scheduling of the 5620 SAM application installation. • Provide County engineer to assist with on-site support, if needed (e.g., NOC support for trouble clearing and testing of connectivity between 5620 SAM and network elements). • Configure any third party application (if applicable). Networkhite9thtlo' 65t$ondeSRouters€^', - .:; Utilize the approved Network Design to develop the per-network element configurations, including x system, routing, interface and network services needed to bring each Contractor router/switch in the designated network to an operational state. Contractor will then remotely test the configurations and verify successful integration into the target network and conformance with the Network Design. Network Integration— IP Service Routers will cover Description Node Type #Nodes Stub/Ring Node 7705 SAR-x 6 Aggregator Node 7705 SAR-x 2 Establish deployment schedule with the Contractor assigned PM and/or County's PM team. x Develop an Acceptance Test Plan (ATP), to be reviewed and approved with County, to implement x the new network elements. Establish remote connectivity into County's network for the duration of the Integration Services x period. Develop base configuration files and/or full configuration files, as defined in the Contractor x generated network design documentation, for all network elements covered by this Service and specifically listed in the"Equipment Configuration" section of this SOW. • Note: Depending on the volume of network element integrations, Contractor may choose, at its discretion, to develop and use custom scripting to build the configuration files. These scripts 25 Contract#bocc.con.300.2016 Budget line Item# �y t will remain the intellectual property of Contractor, and will not be shared. Test and verify the CLI syntax of all network elements covered by this Service and specifically x listed in the"Equipment Configuration"section of this SOW in Contractor's Labs. Deliver configuration files(either base or full)to installation teams who will load onto network element a minimum of one (1)week prior to the scheduled installation date. • Note: The installation teams may be Contractor's, if contracted to do so under separate agreement, or County's. Verify connectivity to the new node, once installation has been completed. x Notify the NOC of intention to start configuration prior to making provisioninq additions. x Perform any pre-configuration necessary on the existing network required to bring up links to the x new node that is being installed. Remotely perform any additional advanced configuration of the nodes from a centralized location x via CLI or the 5620 SAM. Remotely execute the ATP, which may include, but not be limited to: x • Validating establishment of MPLS LSPs, as applicable • Validating routing configuration on a network-wide view • Testing end to end network connectivity • Testing path redundancy and network resiliency elements Obtain sign-off from County. x Deliver: x • New and/or delta configuration files for all nodes listed in the"Equipment Configuration"section of this SOW • ATP document • All nodes listed in the"Equipment Configuration"section of this SOW fully configured and integrated County responsibilities: x • Provide technical personnel to review and approve the ATP and any changes. • Provide remote access to the routers throughout the entire project duration. • The remote access will need to provide telnet/SSH access to the new and existing network elements in the target network. • The remote access has to provide either remote SAM client connectivity to County's SAM server(preferred)or remote terminal (VNC etc.) access to SAM clients on the network which are connected to the SAM server. • Provide Contractor with the site-specific data required to build the configurations, if they were not completely provided during the design phn n. Thin infor ntlnn mini be provided of least len 1181 kuainet&Aays drier to&e 6eke4uleA ile4MMIalien AMA Cnaurn thn avalnm uand MMI Irnnkinu IP undrndnad and find gaglgnmontf In nnnnaaihiu 01 all IIfPS IO COnIfitUr, snitOul39ei On Me System AIR repAlreU in Ilmely mAnnw. Ann {Hilt Goniwutor 0 Wtl(led of planned outage um. ▪ F.1154rG{I1d{PII cnan5ee in tnalr Internal manasernenVuery network routers and firewalls) aro place, a mnlirnu„i of one (i)week prior to mo intosration activity scheduled start, to ensure connectivity between new network elements and management network. 3. Service Notes Small Network Design—IP Service Routers! • This SOW does not establish or guarantee a specific Service completion schedule. • Contractor requires a minimum of 4 - 6 weeks from receipt of Purchase Order (PO) until Service commencement to accommodate the necessary resource scheduling. • This Service offering: • Is applicable only to 7705 SAR-8 or 7210 SAS nodes • Is limited to 20 nodes or less - Covers only the following L2 network services: 26 Contract it bocc.am.300.2016 Budget tine Iteme • VLL's (C, A, E, F and I-Pipes) • VPLS's • All network elements are designed in a single batch. • The HLD document will describe the L2 services design per County's requirements, with an example of the services that will be configured for County's customers. • The HLD document will not describe all additional services which County may desire to implement in the future. • Any requirements changes after the initial design has been baselined will be subject to an up scope • If delays to service schedule, once established, are caused by County, additional charges may apply. • Changes involving additional scope or an extension of the project timeframe will require a change order in accordance with the Contractor Change Management process. • Unless otherwise explicitly stated within the framework of this SOW, Contractor shall perform all services remotely. For any County request or requirement for travel by Contractor, all services support, travel and living expenses including lodging, airfare, meals, transportation, and any associated expenses and taxes shall be paid by County. • Does not include: • H-VPLS and PBB services (even though they are considered L2 services) • L3 services • IPSec or firewall services • Any additional service designs or configurations beyond what is outlined in "Description/Scope" section above • Design pertaining to transport planning/availability (e.g., analysis of available fiber/transport options, design of optical transport network, DWDM/CWDM design/wavelength assignments, link budget calculations, specifications of XFPs/SFPs to be used for various inter-nodal transport links) • Any design changes requested after the sign-off of the HLD document (These will be subject to a Change Order, requiring a new proposal.) 5620 SAM Installation: • The service is for one (7) 5620 SAM system. • The network elements are remotely accessible from the 5620 SAM system. • The network elements are ready for SNMP management. • County has purchased OS support from the OS vendor. • County's OS includes the latest OS patches to ensure their system is not vulnerable to any security threats or known software defects at the OS level. • The workstation hardware is installed, cabled and turned up prior to the scheduling of the 5620 SAM application installation. • All work is performed remotely.—Remote Option. • All software installation is performed from a single County location. —On-site Option. • This SOW does not establish or guarantee a specific Service completion schedule. • Contractor requires a minimum of 4 - 6 weeks from receipt of Purchase Order (PO) until service commencement to accommodate the necessary resource scheduling. • Changes involving additional scope or an extension of the project timeframe will require a change order in accordance with the Contractor Change Management process. • The remote installation option quoted here does not include any travel or living expenses. • Does not include: • Any software Right to Use (RTU)fees • The detailed physical design of the network (i.e., design and engineering related to the physical aspects of the network such as cabling, fiber, physical-layer repeaters, passive optical components, power, air flow, and other physical issues) • OSS/BSS integration of the network elements, or network management system. with any third party OSS systems • Solaris or Linux OS software or support • OS RAID deployment, hardening of the OS and disk mirroring OS tasks • Network element configuration or troubleshooting • Workstation hardware installation • Any formal (slide-based) training 27 Contract>✓bocc.con300 2016 Budget Line item$ • Any service, unless explicitly described in this proposal—e.g.: o Software upgrades of any kind after the initial installation • Re-installation if the 5620 SAM is moved from one location to another(e.g., staging to production) Network Integration—IP Service Routers: • Pre-requisites: • The delivery of this Service is contingent upon the availability of an up-to-date network design that was developed by Contractor's IP Routing & Transport Professional Services. If there is no current, Contractor developed, network design available, a custom SOW is required to cover this integration. • The Network Integration Service builds upon the Contractor delivered Network Design Service, and is based upon the design documentation generated by that design service. This documentation can take the form of either a general Detailed Design document, or a combination of High Level and Low Level design documentation. Regardless of the type of design documentation, in order for the Network Integration Service phase to begin, there must be a sign-off of all Network Design documentation between County and Contractors P Routing &Transport Professional Services. • Contractor requires a minimum of 4 - 6 weeks from receipt of Purchase Order (PO) until service commencement to accommodate the necessary resource scheduling. • A Contractor developed and approved Network Design document is available prior to the start of this Service. • The ATP is approved and signed-off prior to the development of configuration files. • Configuration files are generated prior to the start of integration. • Network element re-configuration work due to non-Contractor attributable reasons will be subject to an up- scope. • All work is performed remotely. • Changes involving additional scope or an extension of the project timeframe will require a change order in accordance with the Change Management process. • Unless otherwise explicitly stated within the framework of this SOW, Contractor shall perform all services remotely. For any County request or requirement for travel by Contractor, all services support, travel and living expenses including lodging, airfare, meals, transportation, and any associated expenses and taxes shall be paid by County. • Does not include: • A Method of Procedure (MOP). • Any integration services for nodes in excess of the numbers listed in the "Equipment Configuration" section of this SOW. • Any updates to existing County inventory systems. • Any integration with external 3rd party OSS/BSS systems. • Any updates/additions potentially required to existing traffic monitoring/planning tools. • Any provisioning work on County management/DCN network or firewalls required to make the new network elements reachable from the management network. • The provisioning or testing of new services added dlrecfly, by County or its agents, to Ike new Next Generation IPIMPLS Network 4. Pricing • The quoted prices are valid for purchase orders received within CO days from the date of this SOW. • If a purchase order is received prior to a signed ROW then this ROW is deemed accepted as written. I Anything not specifically described above is not included in this SOW. • All prices are in $U5, unless stated otherwise, and do not include taxes. • If Ibis SOW is accepted a5 I5, please reference the 15U55U3Z42 quote number on County's purchase orders. • Service pricing in this SOW is only valid for equipment contained in the BOM represented by the quote number indicated above. Equipment provided under any other quote number is not covered in this SOW and will require additional services pricing. • Contractor's pricing for the Services described in this SOW is subject to change if the Services are provided in support of a governmental contract or are otherwise subject to a Prevailing Wage Law. "Prevailing Wage Law" means the federal Davis-Bacon Act (40 U.S.C.S, §§ 3141 et. seq.) and any similar federal, state or local law or regulation requiring that workers under certain contracts be paid the prevailing 28 Contract#bocc.con300.2016 Budget Line Itern# local wage for the classification of work in question. County further agrees that, if a Prevailing Wage Law is applicable, Contractor may adjust the pricing in proportion to the increased amounts Contractor is required to pay workers under the Prevailing Wage Law. 5. Terms and Conditions • Performance of the services described in this SOW shall be governed by the terms of the Contract. No obligation to provide any of the services described herein arises unless an order for such service, incorporating the terms of this SOW, has been placed by County and accepted by Contractor. • No obligation to provide any of the services described herein arises unless an order for such service, incorporating the terms of this SOW, has been placed by County and accepted by Contractor. In the event of a conflict between the terms of the Agreement and this SOW, the terms of this SOW shall prevail with respect to the subject matter contained herein. • Term of SOW: Will begin on the day the purchase order is accepted or such other service start date as may be agreed to in writing by the parties and will continue: (a)for non-recurring services, until the date the services have been accepted or completed (b)or until the date this SOW is terminated in accordance to the Agreement or Prices are based upon purchase of the service for the entire agreed Term. Accordingly, and notwithstanding any other provision of the Agreement, County may not terminate this SOW, or any order pursuant to this SOW, for convenience during the course of the Term of the SOW. • This SOW and the non-conflicting terms and conditions of the Agreement constitute the entire agreement, and supersede all prior oral and written understandings, between the parties regarding the subject matter hereof. Any modification or addition to this SOW shall be in writing and signed by authorized representatives of both parties. Each party intends that a facsimile of its signature printed by a receiving fax machine, and/or a signature scanned in a PDF document, be regarded as an original signature and agrees that this SOW may be executed in counterparts, which together shall constitute a single instrument. • Acceptance: Unless otherwise stated in the Agreement, the following will apply. Maintenance. management or other recurring services are deemed accepted as services are performed. For all other services, Contractor shall notify County upon completion of Services either by providing a notice of completion or by providing County the deliverables specified in this SOW. Thereafter County shall have ten days from the notice to notify Contractor that the Services do not conform to the requirements described in this SOW. Such Services shall be deemed accepted on the earliest of: (1) the passage of ten days from date of notice of completion with no notice of non-conformance from County; (2) County's actual acceptance; or (3) County's use of the Services, the result of the Services or any deliverable, whether or not the use is revenue-generating. 29 Contract d hocc con 700.2016 Budget line Itemft EXHIBIT C Statement of Work for Pitkin County, Colorado 1. Services Contractor USA Inc. ("Contractor")and County, Colorado ("County")will perform the responsibilities assigned to them, respectively, in this SOW. Table Legend: AL=Contractor; C=County(County) Tasks - AL'. C Teehntct Support -` Service Level Agreement(SLA) Targets: See appendix. Provide remote access to engineers for product-related questions, troubleshooting, diagnostics, x and patch/maintenance releases to restore service and/or functionality and resolve problems for Maintained Products. Provide 24/7 access via phone or email to the Contractor Welcome Center or, if available, via x web-based Online County Support in order to open an Assistance Request("AR"). The Contractor Welcome Center will assign each AR a unique trackable number in order to facilitate communication and enable rapid assistance. Troubleshoot problems via phone, or virtual private network, down to Maintained Product x component level, or sufficiently to exclude Maintained Products as the root cause. Provide access to Patch Releases or Maintenance Releases for Maintained Products, when x available. County shall provide its own means to install such fixes, patches, and updates, as and when made available by Contractor. Provide standard instructions for installation of Patch Releases or Maintenance Releases to x County. For Severity Level Critical (Severity 1)and Major(Severity 2), restore Maintained Products to x operational status by identifying defective hardware components or providing software and/or procedural workarounds, where feasible. All software workarounds are licensed subject to the same terms, restrictions, and limitations as contained in the licenses under which the software was acquired. Provide 24x7 access to product specific County Support content of the Contractor.com web site if x available for the Maintained Products. County Support content may include technical product support information, subscription services, and other self-help facilities, ns well as the ability to submit non-critical ARs and check the status of ARs online Technical Support covers Maintained Products installed and Integrated ky Contractor nr Ity flaunty x trained by Contractor on self-install and self-infegrafe programa. if available. OthenviSe. ISSIIeS arising are not covered by Technical Support or may be subject to additional charges- On-site support is not specifically provided as part of this 50W. If Contractor determines that it x cannot restore or resolve an iasue remotely, Contractor may, at its sole discretion, provide emergency on-site support. In the event on-site intervention is performed, the travel time to arrive at the Site will be added to the Restore time target or discounted from the Restore interval. RES Return for Repair(RES-RFR) Service Level Agreements (SLAs): Repair or replacement of defective County-owned RES Entitled parts in forty-five (45) days or less. Repair or exchange from Contractor inventory RES Entitled Parts at County's request Deliver Parts to County's Entitled Site by the applicable RES Delivery Deadline. Provide a specific form to be used by County to record the failure description of the Part. x _ On the next Business Day following County's request, provide a Part Request Number as return x authorization and shipping instructions. Upon receipt of the reported defective Pans, including documentation and Part Request Number x 30 Contract R bocc.con.300.2016 Budget Line Itcm# {ry xis til ."n ". -v! a a xtyvt' sv ^fit a r a _ "ri V. '1.`4nt.'U +Le.. x "AGY.i Ci label, repair or exchange the defective Parts and deliver the functional Parts within the specified RES Delivery Time. With each returned part, attach to the exterior of the shipping container all relevant documentation (failure description, diagnostic results, serial number, part request number). Assist in minimizing No Fault Found (NFF)by using technical support, complying with manufacturer diagnostic procedures, and being familiar with manufacturer's published references. Provide adequate packing material to protect against damage during shipping. Manage electrostatic discharge(ESD)sensitive material with appropriate protection to avoid ESD x damage. Be responsible for all transportation related expenses (labeling, packaging, shipping, insurance) x for the part shipped to Contractor. Ensure that delivery site is ready to receive repaired/exchanged part. Delays and repeat attempts x to deliver parts relieves Contractor of its RES Delivery Deadline obligations and may result in additional charges. Package the defective Parts and ship them to arrive at the designated shipping location within x thirty(30)days of initial repair request. Parts request process: Diagnose and isolate the faulty part in cooperation with Contractor technical support if required. Initiate part request through the Welcome Center, internet portal or e-mail. Time critical requests x must go through the Welcome Center. Provide company name and contact information, product name, service, entitled site company x name and address, contract name, serial numbers. Software SUbSCflFitiorOl3rf(SSP,( en + '"AL'r"- s, ' ``• r=r ' Provide all Feature Releases of software for network/node elements, management systems for x specific network elements or families of network elements, and other network-related applications. • Applies to Generally Available products. • May include third party software if supported and licensed through Contractor, • Includes Feature Releases as well as Patch Releases and Maintenance Releases. • Applies to the following "Products/Features Covered": • 9500 MPR • Note: if a Feature Release contains a new feature for which an additional license/activation fee is required, this must be purchased separately. Distribute Feature Releases via Internet download. CD, DVD,tape, or file transfer protocol (FTP). x Provide Release Notes, list of changes, and procedural updates. x Provide new/upgraded firmware for control card (if required). x Distribute Patch Releases and Maintenance Releases via Internet download, CD, DVD, tape, or x file transfer protocol (FTP). Provide a softcopy or hardcopy of a generic procedure document on how to upgrade the x Product(s). Where installation services are provided, this documentation will not be provided. Prior to commencement of SSP: x • Upgrade products to the specified release level at County's expense. • Have Technical Support(TS)agreement in effect prior or simultaneously with the SSP term. During SSP term: x • Provide commercially available computing hardware for the Products according to product specifications. • Update the"Products/Features Covered"information on an annual basis or allow Contractor to perform an audit of Counts network at County's expense. • Allow Contractor to verify the accuracy of the reported parts shown as"Products Covered." • For selected products specified by Contractor, engage Contractor to perform the installation of any Release. Responsibilities related to the Feature Release download: x • Designate in writing the County contact responsible for receiving downloads • Not allow access to any other person. 31 Contract;!bocc con 3002016 Budget line Item# AZ":“;‘ x, `Tasks AL C • Requests for access for a non-employee will require a non-disclosure agreement and will be at Contractor's sole discretion. • Notify Contractor in writing immediately of any change in the employment or authorization status of any personnel with authorized access. • Comply with terms of use stated on the download site. 2. Service Notes Technical Support • SLA Targets apply to Maintained Products running on hardware and software Releases that are in GA (Generally Available) status and consequently will not apply to either pre-GA or Support Ended hardware/software. • 'Support Ended" means the product has reached its end of life and is no longer sold by Contractor and customer requests for troubleshooting, advice, information or assistance are no longer performed. The Support Ended status is announced to customers publically and in advance of the date that it is in effect. • Does not include preventive maintenance. • If County purchases or collocates additional products of the same type for which Maintenance Services are in effect or additional license capacity during the Initial Term or any Renewal Term, County will pay the pro- rated maintenance fees in advance of coverage at the standard rate stated below for the additional products or license capacity based on the number of months remaining in the applicable Term, starting on the dates on which the new products were put into service. County shall provide an update of any change in quantities on Maintained Products on a quarterly basis or otherwise agreed to in writing. Updates must occur annually at a minimum. However, notwithstanding the foregoing, an immediate update is required if the County increases the quantity of the Maintained Products by more than 10% at any time. • County must purchase Maintenance Service coverage for all products in its network of the types for which Maintenance Services are in effect under this SOW. County shall allow Contractor, if Contractor deems it necessary, to verify the accuracy of the Maintained Products, by reasonable means. • Prices are based upon purchase of Maintenance Services for the entire agreed Term. Accordingly, and notwithstanding any other provision of the Agreement, County may not terminate this SOW, or any order pursuant to this SOW, in whole or in part, for convenience during the Initial Term or any Renewal Term. RES Return for Repair(RES-RFR): • Repaired or exchanged Parts may contain components that are used, remanufactured or refurbished. Exchanged Parts will be Form, Fit and Functionally compatible. • RES does not include. • Part modification or upgrade. • Poo(cause analysis that specifies the actual Part failure cause or any specific remedial action. • Repair or exchange of Parts with defects or malfunctions caused directly or indirectly by (1) failure of non-Contractor personnel to follow the manufacturer's installation, operation, or maintenance in5lructions; (2) Products or their Parts not specifically identified as RES Entitled Products or RES Entitled Parts; (3) abuse, misuse, or negligent acts of non-Contractor personnel; (4) damage from fire, water, wind, exposure to weather, or other forces of nature; (5) acts of terrorism, vandalism or other hostiles actions. • Repair or exchange of Parts that show evidence of: (1) improper packaging; (2) improper handling; (3) modification by non-Contractor approved personnel; (4)the installation or attachment of non-Contractor or non-OEM approved components including hardware or software; (5) any condition that exceeds the tolerances as prescribed by the manufacturer. • Passive and mounting hardware such as cabinets, chassis, frames, antennae, connectors, cables, cable assemblies, cords, brackets, bezels, faceplates, adapters, panels or labels. • Consumables such as batteries, air filters, or transformers. • Documentation or software in all media forms. SSP: 32 Contract a boco.con.300.20 I6 Budget Line Item# • License Terms of Feature Releases: All software that is provided in connection with the Service is licensed subject to the same terms, restrictions, and limitations as contained in the licenses under which the original software was acquired. • The following items must be purchased separately by County: • Any modifications to any parts of the network which are deemed by Contractor necessary to accomplish network compatibility with a Feature Release. • Any additional products required to take advantage of any new functionality within a Feature Release. • Any additional software licenses required to support growth in the network of hardware or software (e.g. nodes, DSL ports, subscribers, seats, etc.). • Any features in a Feature Release for which an additional license or activation fee is normally required. • Where required, a minimum of twelve (12) weeks lead-time must be provided for all Firmware orders (i.e. PROMs—Programmable Read-Only Memory). • County must purchase the Service for a minimum period of time. • County must purchase the Service in conjunction with Technical Support service or equivalent from Contractor; these services are not sold separately. • For each Product Covered, the quantity specified must include absolutely all such parts found in County's network. Partial quantities in County's network are not permitted. • After the Effective Date of the Service, changes in Products Covered, will follow one of the following schemes: • Network Growth Scheme 1: upon the anniversary of the Effective Date, Contractor will back-charge County a pro-rated amount and update the subsequent annual charge. • Network Growth Scheme 2: upon the anniversary of the Effective Date, County will be charged a corresponding increase/decrease in the annual fee for that Renewal Term and subsequent Renewal Terms. • If County terminates the Agreement prior to the expiration of the Term, termination fees and pending liabilities will need to be settled prior to a future re-subscription to this Service. • SSP does not include performing the installation of the software releases in County's network. • Prices are based upon purchase of the Service for the entire agreed Term. Accordingly, and notwithstanding any other provision of the Agreement, there is no right by County to terminate this SOW or any order for convenience during the course of the Initial Term or any Renewal Term. • Without limiting Contractor's other rights, Contractor may deny access immediately and in the future to individuals using the download site other than as permitted. Contractor shall have no liability to County on account of such denial. • If County is not forthcoming with updates to the "Products Covered", County shall allow Contractor to perform an audit of their network, at County's expense. • Possible New Release Roadmaps: The forecast of future software releases (product roadmap) is provided by Contractor solely to inform County of Contractor's plan of record for the relevant product(s) and both parties to this SOW hereby agree that such information does not form a commitment of any kind on either party in relation to this contract. There are no penalties, liquidated damages or other remedies associated with changes to the product roadmap including cancellation of any specific feature or functionality or delay in the timing of development. 3. Pricing • The quoted prices are valid for purchase orders received within 60 days from the date of this SOW. • Anything not specifically described above is not included in this SOW. • All prices are in$US, unless stated otherwise, and do not include taxes. • If this SOW is accepted as is, please reference the 1511S589242 quote number on County's purchase orders. • Service pricing in this SOW is only valid for equipment contained in the BOM represented by the quote number indicated above. Equipment provided under any other quote number is not covered in this SOW and will require additional services pricing. Ordering Product/Service Type Year 1 Instructions 33 Contract 1,bocc.con.300.2016 Budget Line Itcm4 (7) hops 9500 MPR TS Gold $1,389.85 301090767 (7) hops 9500 MPR Std Repair 45 days Warranty 301090775 Software Subscription Plan (9 shelves) $1,800.00 3EM24592AAAB $3,189.85 4. Terms and Conditions • Performance of the services described in this SOW shall be governed by the terms of the Contract. No obligation to provide any of the services described herein arises unless an order for such service, incorporating the terms of this SOW, has been placed by County and accepted by Contractor. • Term of SOW: Will begin on the day the purchase order is accepted or such other service start date as may be agreed to in writing by the parties and will continue: (a) for recurring services for a period of one (1) year as the Initial Term with automatic renewals for successive one-year terms (Renewal Term) unless either party gives written notice of intent to not renew no later than sixty (60) days prior to the expiration of the Term then in effect. The prices and terms of service for a Renewal Term shah incorporate any modifications of which Contractor has provided County written notice prior to the start of the Renewal Term. County shall place a confirmatory purchase order for each Renewal Term prior to the first day of that Renewal Term. (b)for non-recurring services, until the date the services have been accepted or completed (c)or until the date this SOW is terminated in accordance to the Agreement Prices are based upon purchase of the service for the entire agreed Term. Accordingly, and notwithstanding any other provision of the Agreement, County may not terminate this SOW, or any order pursuant to this SOW,for convenience during the course of the Term of the SOW. • This SOW and the non-conflicting terms and conditions of the Agreement constitute the entire agreement, and supersede all prior oral and written understandings, between the parties regarding the subject matter hereof. Any modification or addition to this SOW shall be in writing and signed by authorized representatives of both parties. Each party intends that a facsimile of its signature printed by a receiving fax machine, and/or a signature scanned in a PDF document, be regarded as an original signature and agrees that this SOW may be executed in counterparts, which together shall constitute a single instrument. • Acceptance: Unless otherwise stated in the Agreement, the following will apply. Maintenance, management or other recurring services are deemed accepted as services are performed. For all other services, Contractor shall notify County upon completion of Services either by providing a notice of completion or by providing County the deliverables specified in this SOW. Thereafter County shall have ten days from the notice to notify Contractor that the Services do not conform to the requirements described in this SOW. Such, Services shall be domed accepted on the earliest of: (1) the passage of ten days from date of notice of completion withn notice of non-conformance from County; (2) County's actual acceptance; or (3) County's of theServices, the result of the Services or any delivernhle, whether or not the use in revenue-generating. 34 Contract bocc.con.300.2016 Budget Linc Itcm4 Appendix: SLA Targets for Technical Support (TS) Service Level Gold Welcome Center 24/7 AR Problem Classification Critical Major Minor Support Window 24'7 ORespond 30 M 1H NBD sosO. Lei Restore 6 H 12 H' ci' Resolve 45 CD 90 CD** NT KPI Achievement 92% Legend: AR—Assistance Request(trouble ticket) Bn=n¢siUSS Day of applicable Contractor technical support facility B11—Busincss Hours of applicable Contractor technical support facility CD—Calendar Day D—Day =I lours at-Minutes NOD—Next Business Day of applicable Contractor technical support facility N1—No tare I'un tacto r will use commercially wumabie effort)to perform the corresponding activity,if feasible at Al D's sole discretion 35 Contract#bocc.con300.2016 Budget Line Item# MAINTENANCE TERMS AND CONDITIONS restrictions,and limitations as contained in the licenses under which the original software was acquired. Definition of Severity.Levels Lab System "Critical" (Seventy Level I or STI): The system is inoperative and TS Service is intended for Maintained Products deployed County's inability to e the product has a critical effect on County's commercially in a communications network. Coverage may be operations. This d tion is generally characterized by complete extended to Maintained Prod ts used in County's own lab for system failure and requires immediate correction. In addition, any testingbefore and duringcommercial use in condition that may critically impact human safety is consideted a purposesCounty's Severity Level I Cntical problem network if such lab use is identified on die in . In the event TS Service is provided to Maintained Products in County's lab,such TS "Major" (Seventy Level 2 or SL2): The system is partially Service will be provided during Business Hours, on Business Days, inoperative but still usable by County.The inoperative portion of the without regard to the Support Level applicable to County's other product severely restricts County's operations,but has a less critical Maintained Products. Only the Next Business Day Respond Time effect than a Severity Level I condition- KPT indicator will apply. "Minot"(Severity Level 3 or SL3):The system is usable by County, County Service Delivery Feedback/Escalation with little or limited impact to the function of the system. This County may escalate a problem or provide feedback on the TS condition is not critical and does not severely restrict overall County Service that is being delivered or has been delivered. Service operations_ Delivery Feedback is for tasks and provision of deliverables Definitions of TS Key Performance Indicators specifically defined in this document.County may initiate escalation or feedback by calling the Welcome Center number and ask to speak "Respond Time"(Specialist Call-backp The time period from when to the duty manager to escalate an open AR or create a Service County first notifies the Contractor Welcome Center of a reported Delivery Feedback AR problem to when an Contractor expert attempts to contact County via telephone or preferred contact method as defined when submitting County Responsibilities Concerning Contractor Web Site Access the request. In the event Contractor is unable to contact County after By accessing any Contractoccom web site County agrees to the three(3)attempts,the ticket will be closed. following: 'Restore lime' (Remote Neutralization): the time from when Contractor is contacted and anevent is determined to be loss of • County shall not enable or permit Web site access to any person service and/or functionality affecting, to the time when Contractor other than its employees, without Contractor's prior written provides the means to return a system to operational status. consent. "Resolve Tine" (Final Resolution Time): The time from when • If requesting such consent, County shall identify to Contractor County first notifies the Contractor Welcome Center to the time when any non-employee who County would like to he able to have a procedural solution/fix to address the issue is made available to access to the Web site, and if requested by Contractor, will County_This may occur simultaneously with Restore Time, unless provide a copy of a Non-Disclosure Agreement executed the Restore 'lime is by means of a temporary workaround and between County and the non-employee in accordance with the Contractor determines that a more suitable permanent solution can confidentiality terms of the agreement pursuant to which the feasibly be provided. Maintained Products were supplied. Such agreement will provide, atminimum, the level of protection provided in the Service Level Agreement(SLA)Targets Agreement towhich this SOW is attached. Contractor may SLA Targets specify the performance objectives in terns of KPIs by refuse consent within its sole discretion. severity level. SLA Targets vary depending on the maintenance • County may use.and shall require its non-employee contractors coverage selected(see STA Target table). or Agents e the tll_C5 (Online County Suppon) content Patch Releases/Maintenance Releases only to facilitate its managing and operating the Maintained Products. Other than the limited rigat to use OLCS content for TS Service includes only patch releases and maintenance releases as the purpose described in the preceding sentence,Contractor does may be made available fur Contractor Maintained Products during not grant any rights, title or interest, explicitly or implicitly, the Term for use with Maintained Products. TS Service does not under any patent, copyright, mass work protection right, trade include access to feature releases. Decisions of which versions of secret or any other intellectual property right Some OLCS software will he updated, and whether to include a correction of a content made available to County may not be made available to maintenance release as opposed to including it in the next feature non-employees_ release, rests in Contractor's sole discretion TS Service does not entitle or support County to use optional or new software features • County must notify Contractor in writing immediately of any resident in aintenance release or feature release, except to the change in the employment or authonzation status of any extent that County has separately paid the applicable license lees for personnel having authorized access to the Web site. the use thereof. Contractor shall have the sole right to determine • Access to CRCS is not available to US embargoed countries. whether a new functionality shall be included in a feature release or Information on the OLCS website product documentation, as an optional software feature. (e.g, documentation, ticket status, software fixes, etc.)can be provided to customers License Terms by their technical support engineer. All software that is ultimately provided in connection with TS • County's use of any Contractor.com web site is subject to all Service including, without limitation, maintenance releases, patch Teals of Use then set forth or linked to the web site.Such Tents releases or workarounds, are licensed subject to the sante terms, of Use shall in no event be construed to increase Contractor's 37 Contract#bocc.con.300.2016 Budget Line Itemb obligations wider this SOW nor to create or modify any prior to the start of the initial or renewal Entitlement hon or to pal nnmec indicators for the Services under this SOW. any changes to the Maintained Products or any changes in the Sites. Without limiting Contractor's other rights, Contractor may deny access [mediately and in the fumrc to individuals using the web site • Allow Con racwq if Connaeior deems it necessary,to verify me other than as permitted. Contractor shall have no liability to County accuracy of the Maintained Products status by reasonable means. on account of such denial • Gant Contractor access to the inventory information of the General County Responsibilities Maintained Products at least twice either by allowing • When reporting an AR. and in order to have the AR validly Contractor to retrieve this information remotely,or by providing w this mimmation to Conic/inn c• Include Severity Level of problem, outage status, product • Keep a logbook in which all events relevant for the performance onmvm number,submitter location,callback of the Services shall be recorded.This logbook shall at sll times name,ctelephone number and,'or email address, system name & be available to Contractor. location,type and serial and'or license number,and alienate • Maintain a procedure extenlal to the software programs for contact. regular back-up (software,configuration)and for reconstruction • Provide all information necessary for Contractor to provide of lost or altered files,data,and/or programs. theServices without delay on the Maintained Products.Phis • Perform initial problem diagnostics and analysis to isolate the includes.without:imitation: identification of the releases eat problem to Maintained Products. the Maintained Products: network configuration; evidence of problem on the Maintained Products; logs, traces and • Ensure availability of employees which are trained by Contractor product diagnostic results far the Maintained Products and on Operations and Maintenance of the Maintained Products to for all the components of the environment of the Maintained assist Contractor's personnel this may include. asithout Products: evidencethat resources allocabeen has limitation, assistance in performingperfoing additional tails, and aligned wish Maintained Products needs. as defined in gathering additional in formation. Any delay time caused by Maintained Products' documentation; already performed County shall be deleted from KPI measurenments. actions; any information to help reproduce the conditions Remote Connection: under which the trouble occurred- • Ensure that only submitted that are trained by Contractor on Remote Connection is mandatoryfor Contractor to be able to provide Operations and Maintenance of the Maintained Products are the Services for the Maintained Products. entitled to report an AR. County shall keep updated and An exception is 1357 ULIS or other lawful intercept products for shared with Contractor the list of entitled submiunswhich law enforcement agencies may prohibit remote connection. Support of such products is provided by telephone and Contractor • Ensure that the Maintained Products are, over time, installed, will work with County's on-site authorized personnel to troubleshoot configured, operated, administrated and maintained in problems. Specific Service Level Agreements [SLA") described, if accordance with Contractor's applicable installation, applicable, in the section "Service Level Agreement Targets" then configuration, operation, administration, and maintenance apply specifications. If Contractor has reason to believc that County is tincompliant with Mew specifications, then County 'Ihe Remote Connection c n be established from Contractor's local midi over e all allow Contractor in pornaine an mid', network, at one of Om Ciaitrachir TSee (Technical Support Center the Counry's Anemic. which may lead In the decision to royal Ito Contractor TEl (Technical Fxped Center). Contractor ROC the Maintain Products.at County's expense (Network Operations Lentcf], or from an OEM Lompany of third Lat7 5eLViee rielVialer IC011traeLcal 0y Cvneueler a ?° ' mg euppeneereleee lb(01:04 ee ..a....�h. I tained Produetc that impact oray impnef the nnenbnmal condition or the Mairldined 1'I'pduds, 110 Ieb Ivan Lily 170) county Man - tw Iisk aid cdpeude provide Connector with the • y: prior Stange, e ir this chargee Beery 10.1eIreculre c•,c....e0eLe:1 remelt:eteelection in the Sim. _.. - ,arm . . ,e,nn en operation, administration, The preferred mal he PAMSPC or tinynherm Illy approved tool and maintenance specifications. - Rem..e Conneetmi with the tome wing mandatory • dieduier. implen..Illktion wI eill softsareres, firmware deractermies must he avanahlei updates and hardware ans - required by Contractor within a • y solution based pent naeat LAN to LAN us[e reasonable time not to exceed sixty(60) days from the date of availability. using emnmt security solution(e.g.,firewall) • Pnsnre that adequate resources are made available to Maintained • Minimum bandwidth o1211Bib/sin both directions Products, as defined in Maintained Products'documentation. In • Transfer file system enabling large file transfer through case of a software only product, the tesomwcnelude, but arc not limned to,OPS,memory,to disk&network •� secure connections(e.g.,SYI Y) • Nobly in twining any changee in Maintained Products (as Multi session system enabling a parallel connection of described in section or appendix covering'Maintained Products experts,through secure connections(e.?, SSH) and Scope of the Smice '')including,but not limited to quantity • l be Remote Cum,ectlaa should not. or Incision of Maintained Products.no less than ninety(901 days 38 Contract 11 bocc.con.300.2016 Budget Line Item)/ • Require a dedicated internes line • Modifications, maintenance, or repair performed by other than Contractor designated personnel, including changes, • Rely on any hardware token system modifications or alterations not authorized by Contractor in the If, due to reasons beyond the control of Contractor, the Remote Maintained Products,the hardware,or the software environment Connection cannot be established o established with i which the Maintained Products operate including, without nsatisfactory quality or bandwidth, they KPIs specified in the limitation,the introduction of updates of third party software or u"Service Level Agreements" shall be extended for the same period hardware that have not been validated by Contractor. during which the Remote Connection could not be established.In this • Attachment of unspecified or napproved products to the situation,Contractor reserves the right,and upon consent of County, Maintained Products, or failure of a processor or other to send skilled personnel to die site to resolve the problem.Separate equipment or software not maintained by Contractor,or failure terms and fees apply. of removable or rotating storage media. Maintenance Exclusions • Database problems:lithe condition is determined to be the result Maintenance does not include: of corruption of the Maintained Products database, and such complier is not the direct result of the Maintained Products,the Support when the County responsibilities as described in this SOW condition will be referred back to County.However,if corruption are not realizedis the result of,or caused by.Contractor's Maintained Products, Support for custom software features not named in this SOW az Contractor shall manage the resolution Of the problem, at no Maintained Products, that is,any features that are not present in the additional charge:provided,however,that Contractor shall only orally available version of the Maintained Produce. be responsible for restoring data on the media_County shall be genresponsible for providing Contractor with the data that needs to Creating or making corrections to County-specific reports_ be restored. Providing County-specific instructions for installation of Patch • Hardware/firmware problems: When a condition has been Releases or Maintenance Releases by County_ isolated to a hardware or firmware problem on a product that is Making specification changes or performing services connected with not covered under this SOW,the condition will be referred back installation ovdocation of the Maintained Produce. to County for disposition under whatever maintenance arrangements County may have for such hardware or firmware. Support for non-maintained products, whether or not they reside on • Othedincerfanng systems problems: If the condition is the same computing hardware platform on which Maintained Products reside. determined to be caused by systems other than the Maintained Products including, but not limited to, systems that interface Assistance or service, including without limitation, modification or with the Maintained Products,then the condition will be referred replacement of the Maintained Products, repair of damage, or to County for corrective action unless the other system(s) has serviceincrease time caused by or required as a result of any Oahe been furnished by Contractor and is covered under this SOW,in following: which case Contractor shall manage the resolution of the problem. • Failure to continually provide a suitable operational environment with all facilities prescribed by the applicable product Equipment certification, as required per Contractor's policy on specifications document including,but not limited to,the failure equipment not installed by an approved Contractor installer,or lapse to provide,the failure of,or faulty,adequate electrical power,air in Maintenance coverage,or equipment that has been moved_ conditioning,or humidity,dust control. Unless otherwise specified in this SOW,installation of modifications, • Use of the Maintained Products in a manner not in accordance upgrades, features, enhancements or model conversions, refinishing with its specifications-operating instructions,or licenseto-use orrefurbishing of products, TSC assistance required in support of non-Contractor manufactured equipment, or direct routine TSC r, s • Maintenance, repairs, or other services resulting from casualty, initiated by an individual site if TSC support is provided in catastrophe, natural disaster (which shall include, but not be aCounty staffed control center and'or centralized engineering group. limited to, fire, flood, earthquake, water. wind or lightning), Maintenance or repairs of accessories, attachments or any other accident, transportation difficulties, terrorism or other hostile devices not identified in this SOW. action, neglect by County, negligence of County,or misuse by County. Furnishing of optional accessories or consumable supplies_ • In the event of a service rruptie caused by accident, Recovery of any lost data or expensesfor r m tructing data lost disaster, or terrorism Contractor willmake socially Aur es g the performance of Maintenance Servic . ry reasonable attempt to restore sc e on the Maintained Products. If, however, servicenot restored within 12 Training of County staff Conti hours, actor and County w�ill mutually agree on next Furthermore, should County desire Sen--ices for the Maintained steps to be taken, which may include the purchase of Products which arc not under wamanty or have not been under a disaster recovery services to restore service. Additionally, support service agreement with Contractor, in effect immediately the commercially reasonable efforts contemplated by this prior to doe request for Services hereunder, the continuity of the provision do not include the provision of new,replacement, sen'ice must he ensured with payment by County of the Services or additional hardware or software or performance of on-site from the date of end of warranty,or the date of end of the previous which if available would require payment of service agreement, plus, over and above, the payment of a services, ditinnal cM1argzs. 39 Detailed Pricing Summary NOKIA Pitkin County Pitkin Cnty 400Mbs 7-Hops- 6Ghz Option Proposal# 16.US.612703.04 August 11. 2016 e 1.02 95C0MPR Radio Microwave Packet Radio 5274,T]3.82 1,03 7705 Service Aggregation Routers Router $72,336.00 1.07 Network Management System 5620 $17,92630 108 DC Power DC Power $22,141.09 109 Antenna Materials Antenna Materials $126,28377 HARDWARE/SOFTWARE and SPARES SubTotal: $513,461.97 zoo FREQUENCY COORDINATION Coordination $12,210.00 204 FCC LICENSING Licensing $3,255.00 TRANSMISSION ENGINEERING SERVICES SubTotal: $15,465.00 I 3.03 MUX/]]OS INSTALLATION Installation,Test,and Turn Up $43,702.00 3.04 5620 SMA INSTALLATION Installation,Test,and Turn Up $12,50 .00 INSTALLATION SERVICES SubTotal: $56,202.00 4.03 PROGRAM MANAGEMENT PMO $5,1100.00 ENGINEERING SERVICES SubTotal: $5,000.00 J5.01 Management Ad)-Microwave Equip $91,858.69 5.02 Management Ad).105 $30.318.52 Project Total: $467,951.76 6.01 9500 SPARES Spares 51,800.00 6.02 7705 SPARES Spares $10,158.00 6.03 SVC-QHIE-INST Level 3 Tech 15 Days for 5620SAM) $7,500.00 6.01 warranty&Repair MPR,SAR,SSPISAR 6 SAM) Year 1 $24,838.36 First Year Price 6.05 Warranty ft Repair NPR,SAR,SSP(SAR H SAM) Yeat 2 524,838.36 Second Year Price 7.01 9500MPR Radio Microwave Packet Radio $142,055.30 7.02 Antenna Materials Antenna Materials $24,786.98 Total $266,842.28 7.11 FREQUENCY COORDINATION Coordination 512,210.00 7.12 FCC LICENSING Licensing $3,255.00 Total $15,465.00 8.00 OPTIONAL-TRAINING 8.01 Training 517,976.00 9500 MPR 0-Students) 50,9]6.6] 8.02 Plano, TX PlTX 5620 SAM(4-Students) $25,504.00 5.03 Training Plano,TX 5620 SAM(4-Students) 513,584.00 Total $57,064.00 E-Mail PO to Ordemow/PAlcatel-Lucentcom and reference the ALU Proposal Yon cover sheet. Pricing Notes: i.The budgetary planning pricing included above provided by Nokia Is indicative only,solely to inform Pltkln County of Nokla's current estimate of prices for the relevant itemsls)to enable Pitkin County to evaluate its potential Interest. 2.The terms and conditions,including planning pricing,of the items provided under this Proposal or subsequent agreements are subject to future negotiations and future agreement on the terms and conditions which would any sale. There are no penalties, liquidated damages or other remedies associated with changes to the pricing. 3.Prices are valid for 60 days. e.This pricing is valid only for the equipment,equipment features,and services explicitly described within this proposal. Any equipment item,equipment feature,Installation item,or service not explicitly described in this bid is not included In this pricing, and any addition of such will require a revised proposal with modified pricing.Please review all sections of this bid carefully for details as to what this proposal includes,and what assumptions have been made. 5.Pricing is based on attached Scope Of Work,Assumptions,Detailed Equipment List andlor Design Configurations, 6.Taxes,transportation,ancillary material,travel and living expenses r excluded. 7.Typical equipment lead time approximately 9 eeks osooner After Receipts Purchase Order with valid frequencies based on equipment availability. Lead time can beconfirmed After Receipt of Purchase Ordeand order scheduling.