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HomeMy WebLinkAbout07 - CC-8 - Recommended Approval of the City's Phone - 2/7/2012CITY COUNCIL AGENDA REPORT MEETING DATE: FEBRUARY 7, 2012 ITEM NUMBER: SUBJECT: RECOMMENDED APPROVAL OF THE CITY'S PHONE SYSTEM UPGRADE DATE: JANUARY 24, 2012 FROM: POLICE DEPARTMENT -TELECOMMUNICATIONS BUREAU PRESENTATION BY: BRYAN GLASS, LIEUTENANT FOR FURTHER INFORMATION CONTACT: BRYAN GLASS, LIEUTENANT - 714.754.5603 RECOMMENDATION: 1. Approve the upgrade to the City's Avaya phone system by Merrill & Associates. 2. Approve Budget Adjustment No. 12-009 in the amount of $18,000 to the Police Department Telecommunication's operating budget for the phone upgrade. 3. Authorize the expenditure of funds ($257,740.00) to Merrill & Associates for the upgrade to the City's Avaya phone system. BACKGROUND: The City of Costa Mesa currently utilizes the Avaya Definity G3SIR6 telephone system with an Intuity Audix R1 Voice Mail and CAS for Windows call accounting systems for the in-house voice communications network. The City also utilizes smaller Avaya Definity Prologic telephone systems at the remote sites, i.e., fire stations, community centers, city yard, and police substations. These remote sites are linked back to the main Civic Center campus via a fiber optic system, thus allowing for centralized administration and programming functions. The City's current phone system is an upgrade to the previous Avaya phone system and became operational in August 1999. The previous contract with then Lucent Technologies, now Avaya Communications, was for a five-year lease -purchase agreement. At the end of the agreement, all telephone equipment would be the sole property of the City and an upgrade to the next generation of communications systems would be pursued. This would have timed the next upgrade to take place in the year 2004 or 2005 time frame. The planning and implementation stages for the next upgrade were initiated, but never implemented. Additionally, the City discontinued all repair and support services from Avaya, thus leaving the responsibility to city staff. ANALYSIS: To date, an upgrade to the City's phone system has not occurred. The system is now over 12 years old and is completely obsolete and unsupported. If any sort of equipment failure should occur to the phone system, the City will be faced with no phone system to perform city business. The duration of the phone system being inoperable could range from days to weeks depending upon the issue. To upgrade and modernize the City's phone system, staff has obtained a proposal from Merrill & Associates, an Avaya partner group, to advance the City's phone system to a new, highly developed, dependable, and supportable system. The upgrade will offer the City a number of new features to keep pace with modern technology. It will entail the complete replacement of the phone system backbone components, while supporting the City's existing telephone desk sets. The new system will allow for future expansion and will be capable of upgrading with additional features dependent upon the needs of the City. Additionally, the upgrade project includes the training of in-house staff for maintenance and support service, as well as the reestablishment of 24-7 support from the Avaya partner group. ALTERNATIVES CONSIDERED: No action can be taken and the City will be required to address phone system issues as they occur. FISCAL REVIEW: As part of the FY 2010/2011 Budget, City Council approved and allocated funds in the amount of $240,000 for the phone system upgrade. Since these funds were not spent in FY 10/11, they were carried over into FY 11/12. Since the current cost of the upgrade is $257,740.00, budget adjustment No. 12-009 allocates an additional $18,000 from the General Fund contingency budget to the Police Department Telecommunication's operating budget to fund the phone system upgrade. LEGAL REVIEW: Not required. CONCLUSION: Staff recommends City Council approve the upgrade to the City's Avaya phone system infrastructure, Budget Adjustment No. 12-009, and authorize the expenditure of funds to Merrill & Associates for the upgrade project. TOM GAZSI Chief of Police BRYAN GLASS Lieutenant BOBBY YOUNG Finance & IT Director DISTRIBUTION: 1. Finance Department 2. Lt. Bryan Glass, Police Department E ATTACHMENTS: 1. Merrill & Associates Phone System Proposal Upgrade Project Quote UPS Battery Quote Scope of Work Terms of Purchase Agreement 2' Budget Adjustment No. 12-009 CITY PHONE SYSTEM UPGRADE Date Time BUDGET ADJUSTMENT AUTHORIZATION Unit CITY Department Administrative Services - Telecomm Division Technical Support/Maintenance Serial Number 12-009 Type of Transaction Program Reason for Request: ❑ Revenue Estimate ® Expenditure Appropriation CITY ❑ Estimate Increase ❑ Intra -Departmental Transfer To allocate additional funds for the phone system upgrade, ❑ Estimate Decrease ® Inter -Departmental Transfer as recommended to City Council at their February 7, 2012 ® Source ❑ Project -To -Project Transfer meeting. ® From Existing Budget Appropriations ❑ Appropriation Increase 540800 ❑ From Donations, Fees, or Grants ❑ Appropriation Decrease 90000 ❑ From Unappropriated Fund Balance - Unit Account Name Fund Organization Program Project/Grant Increase Decrease CITY 590800 Fixed Asset — Other Equipment 101 14500 51020 - $18,000 - CITY 540800 General Fund - Contingency 101 90000 50240 - - $18,000 Department Authorization: Department Director Date Recommendation: ® Approval Reasons For Disapproval: Director of Finance ❑ Disapproval Date City Manager Action: ❑ Approved ❑ Disapproved City Manager ❑ Not Required Date Budget Verification: The above information has been reviewed, is complete and accurate, and and/or unappropriated funds are sufficient to support the request. ® Yes ❑ No Budget and Research Officer the appropriations Date City Council Action: ❑ Approved ❑ Disapproved ❑ Not Required Date Merrill & Associates 1305 Pioneer Street Brea, CA 92821 02/03/2012 AVAYA City of Costa Mesa Pl.tinum��! 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Upgrade to Avaya CM R6.1 Including (7) Fire Stations Merrill Associates with Voice Mail and Speech Attendant Michael Carter Client Solution Manager Material ..• Qty Description Customer Signature Hardware/Software - Page 1 Legal Entity Name Legal Entity Name Merrill & Associates 207945 1 AVAYA AURATM R9- TO R5 S8500 MIG LIC $0.00 $0.00 227273 1 SAL POLICY SRVR LIC R1.5 DWNLD $0.00 $0.00 229380 1 SURVIVABLE REMOTE SOLUTION $0.00 $0.00 229582 725 AVAYA AURATM R6 STD ED UPG LIC $21.00 $15,225.00 231820 1 AVAYA AURATM RFA TO PLDS CONVERSION $0.00 $0.00 248250 6 R6 STD ED SURVIVE REMOTE USER SW LIC $12.50 $75.00 Total Hardware/Software Cost Hardware/Software - Page 1 - sub total $15,300.00 Hardware/Software - Page 2 - sub total $56,283.50 Hardware/Software - Page 3 - sub total $56,631.00 Hardware/Software - Total $128,214.50 Software Support One Year Support Advantage On -Site Software Support - Total $22,040.00 Hardware Support Hardware Support - Total $0.00 Professional and Installation Services Full Installation of Hardware, Software, Data Cabinets, Call Accounting and Project Management $79,814.00 Professional and Installation Services - Total $79,814.00 Project Sub Total $230,068.50 Sales Tax @ 7.750% $11,646.66 Project Total* Customer Signature $241,740.16 Merrill & Associates Signature Legal Entity Name Legal Entity Name Merrill & Associates Authorized Signature Authorized Signature Typed/Printed Name Typed/Printed Name Michael Merrill, President Date Date Pricing does not include any applicable taxes and/or tariffs. Customer is responsible for paying these amounts (if any) in addition to the amount shown. Payment Terms: Standard Invoicing Policies are as follows unless otherwise agreed to by Merrill & Associates in writing. Product requires 50% pre- payment before order is processed with the balance invoiced at time of shipment from manufacturer or distributor. Project services will be invoiced at the time such Project is completed. Fixed fee projects (services) will be prorated based on work completed and invoiced when completed. Time and Material Services will be invoiced upon completion of activity. Maintenance or Managed Services Contracts will be invoiced upon contract signing. Standard Credit Terms are 30 days from date of invoice. Outstanding Past Due Balances are subject to a 1.5% per month interest charge. Lease Transactions: Product requires 50% pre -payment before order is processed with the balance due at time of shipment from manufacturer or distributor. Project services will be due at the time such Project is completed. Client is responsible for all moneys due if lease funding is not completed within 7 days. Phased Implementation: If the Customer requests that implementation be completed in a phased approach, the Customer will be responsible for payment on each phase as it is completed. Re -Stocking Fee and Shipping: A twenty -percent (20%) re -stocking fee will be assessed for any equipment or parts that are returned, unless otherwise agreed upon by Merrill & Associates and the Customer. Equipment that has been opened or installed will not be accepted. Customer is also responsible for any shipping fees between the Customer and Merrill & Associates and/or Merrill & Associates and the equipment manufacturer. Merrill & Associates 1305 Pioneer Street Brea, CA 92821 02/03/2012 AVAYA City of Costa Mesa Pl.,"..��! Bu91H•*P...... Upgrade to Avaya CM R6.1 Including (7) Fire Stations Merrill Associates with Voice Mail and Speech Attendant Michael Carter Client Solution Manager Hardware/Software - Page 2 259400 1 MEDIA ENCRYPTION R5 & PRIOR $0.00 $0.00 259401 1 MEDIA ENCRYPTION R6+/MBT $0.00 $0.00 263764 1 DL360G7SRVR CM5.2.1+ S/D/MBT/SBC $4,400.00 $4,400.00 266528 1 R6 LARGE ENT SIMPLX SOL MIG TRACKING $0.00 $0.00 405362641 9 PWR CORD USA $10.00 $90.00 212337 1 IM ASA VAM CLIENT CM LIC ADMIN TOOLS $0.00 $0.00 700170012 2 CABLE GREEN 5 METER $17.50 $35.00 700178056 1 CABLE GREEN 25 METER $25.00 $25.00 700381254 1 COMPACT FLASH 128MB RHS $80.00 $80.00 700394950 4 G650 MEDIA GATEWAY RHS $2,242.50 $8,970.00 700397284 3 G600/G650 TDM LAN CABLE KIT RHS $87.50 $262.50 700406416 56 CABLE ASSY B25A 25FT RHS $20.00 $1,120.00 700463508 2 BUS TERMINATOR CP AHF110 - NON GSA $90.50 $181.00 700470396 4 G650 AC/DC PWR SUP 655A RHS 6/6 NGS $1,550.00 $6,200.00 700476344 1 AVAYA AURATM R5.2.1 NEW SFTW CD $50.00 $50.00 700500751 1 ADMIN TOOLS R6.0 CD $25.00 $25.00 212484 1 CC R5 BASIC RFA RELEASE INDICATOR $0.00 $0.00 700500754 1 PROGNOSIS VOIP MONITORING R3 CD $0.00 $0.00 700500929 1 AVAYA AURATM SYSTEM PLTFRM 6.0.3 DVD $25.00 $25.00 700500961 1 AVAYA AURATM R6.0.1 MEDIA DVD $25.00 $25.00 216893 1 MGMT R6 SITE ADMIN - STD/ENT ED LIC $0.00 $0.00 224271 1 IPS12 CP TN2312BP - NON GSA $4,170.00 $4,170.00 224272 4 C -LAN INTF CP TN799DP - NON GSA $717.50 $2,870.00 224274 1 IP320 MEDIA RESOURC TN2602AP NON GSA $10,000.00 $10,000.00 225230 725 AVAYA AURATM R5 SE 101-1000LIC UPPCM $0.00 $0.00 227272 1 SAL STDALN GATEWAY LIC R1.5 DWNLD $0.00 $0.00 405362641 1 PWR CORD USA $10.00 $10.00 700406416 2 CABLE ASSY B25A 25FT RHS $20.00 $40.00 700466626 1 MM711 ANLG MEDIA MODULE - NON GSA $800.00 $800.00 700466642 1 MM716 ANLG MEDIA MOD 24FXS - NON GSA $1,500.00 $1,500.00 700476393 1 G430 MEDIA GATEWAY NON -GSA $750.00 $750.00 700501048 1 MM717 24PT DCP MEDIA MODULE NON GSA $1,380.00 $1,380.00 405362641 2 PWR CORD USA $10.00 $20.00 700406416 3 CABLE ASSY B25A 25FT RHS $20.00 $60.00 700466626 1 MM711 ANLG MEDIA MODULE - NON GSA $800.00 $800.00 700466642 1 MM716 ANLG MEDIA MOD 24FXS - NON GSA $1,500.00 $1,500.00 700476393 1 G430 MEDIA GATEWAY NON -GSA $750.00 $750.00 700476401 1 EM200 BRANCH EXPANSION UNIT NON -GSA $375.00 $375.00 700501048 2 MM717 24PT DCP MEDIA MODULE NON GSA $1,380.00 $2,760.00 405362641 1 PWR CORD USA $10.00 $10.00 700394745 1 MM712 DCP MEDIA MODULE RHS $920.00 $920.00 700466626 1 MM711 ANLG MEDIA MODULE - NON GSA $800.00 $800.00 700476393 1 G430 MEDIA GATEWAY NON -GSA $750.00 $750.00 405362641 1 PWR CORD USA $10.00 $10.00 700394745 1 MM712 DCP MEDIA MODULE RHS $920.00 $920.00 700406267 1 S8300/S8400 CD/DVD ROM DRIVE RHS $175.00 $175.00 700463532 1 S8300D SERVER - NON GSA $1,800.00 $1,800.00 700466626 1 MM711 ANLG MEDIA MODULE - NON GSA $800.00 $800.00 700476344 1 AVAYA AURATM R5.2.1 NEW SFTW CD $50.00 $50.00 700476393 1 G430 MEDIA GATEWAY NON -GSA $750.00 $750.00 700500929 1 AVAYA AURATM SYSTEM PLTFRM 6.0.3 DVD $25.00 $25.00 Page Sub Total $56,283.50 Merrill & Associates 1305 Pioneer Street Brea, CA 92821 02/03/2012 Hardware/Software - Page 3 City of Costa Mesa Pl.,"..��! 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Upgrade to Avaya CM R6.1 Including (7) Fire Stations Merrill Associates with Voice Mail and Speech Attendant Michael Carter Client Solution Manager 700500961 1 AVAYA AURATM R6.0.1 MEDIA DVD $25.00 $25.00 405362641 1 PWR CORD USA $10.00 $10.00 700394745 1 MM712 DCP MEDIA MODULE RHS $920.00 $920.00 700466626 1 MM711 ANLG MEDIA MODULE - NON GSA $800.00 $800.00 700476393 1 G430 MEDIA GATEWAY NON -GSA $750.00 $750.00 405362641 1 PWR CORD USA $10.00 $10.00 700394745 1 MM712 DCP MEDIA MODULE RHS $920.00 $920.00 700466626 1 MM711 ANLG MEDIA MODULE - NON GSA $800.00 $800.00 700476393 1 G430 MEDIA GATEWAY NON -GSA $750.00 $750.00 184048 1 MM MODEL $0.00 $0.00 190930 1 MM SIP ITG 48 CHNL N/ENCRPT N/CARDS $0.00 $0.00 227272 1 SAL STDALN GATEWAY LIC R1.5 DWNLD $0.00 $0.00 244924 550 MSG R6.X MS EX SEAT TRACKING $0.00 $0.00 244933 550 MSG R6.X 1 SEAT MAINSTRM MMIP $24.38 $13,409.00 244936 1 MSG R6.X APPLICATION PLUS STORAGE $0.00 $0.00 259726 1 MSG R6.X NEW SYSTEM TRACKING $0.00 $0.00 264181 1 R610 SRVR AAM 1CPU-LO HI -RAID 10K $4,400.00 $4,400.00 405362641 2 PWR CORD USA $10.00 $20.00 700445810 1 MM MMIP SYS RET INSTRUCT IA MAP 5 $0.00 $0.00 AA1419049-E6 14 1 -port 1000Base-LX Small Form Factor Pluggable (SFP) Gigabit Ethernet' $597.00 $8,358.00 AL1001 E07 -E5 1 Ethernet Routing Switch 5530-24TFD Stackable Switch (24 10/100/10006< $5,997.00 $5,997.00 AL4500E03-E6 6 Ethernet Routing Switch 4526T with 24 10/100 BaseTX ports plus 2 combc $1,377.00 $8,262.00 VMK-SC0450016 4 DBASE PROGRAM (NO DISC) *VMK LOGO* NO DISCOUNT* DRPSHP $250.00 $1,000.00 VMK-SC0450003 1 eCAS TRAINING WEBINAR (PER SESSION) VERAMARK LOGO $250.00 $250.00 VMK-SC0450108 1 INITIALIZE&TRAIN 1 DAY ON-SITE W/IN 100 MILES **DROPSHIP** $1,275.00 $1,275.00 VMK-ECAS1000 1 eCAS SFTW LIC MODEL 1000 W/5 SITES (VERAMARK LOGO) $6,550.00 $6,550.00 VMK-ECASMS5 1 MULTI -SWITCH POLLING SW -INC OF 5-100 *VER LOGO**DROP SHIP $2,150.00 $2,150.00 Page Sub Total $56,631.00 Merrill & Associates 1305 Pioneer Street Brea, CA 92821 02/03/2012 City of Costa Mesa Upgrade Primary UPS AVAYA Platinum ■ ■ N Bus 1HUwrNEw Merrill Associates Michael Carter Client Solution Manager 714-388-3275 Material ..• Qty Description Customer Signature $15,467.52 Merrill & Associates Signature Hardware/Software - Page 1 Legal Entity Name Merrill & Associates Authorized Signature Authorized Signature 700434798 1 UPS ENVIRONMENTAL PROBE $182.00 $182.00 700465305 1 PW9130 1500 120V RACK W /SNMP CARD $2,087.00 $2,087.00 700465461 2 9130 1500 VA EXTENDED BATTERY MODULE $999.00 $1,998.00 700465503 1 9130 BDM FOR 700-1500VA RCK MNT 120V $581.00 $581.00 700434798 1 UPS ENVIRONMENTAL PROBE $182.00 $182.00 700465305 1 PW9130 1500 120V RACK W /SNMP CARD $2,087.00 $2,087.00 Total Hardware/Software Cost Hardware/Software - Page 1 - sub total $7,117.00 Hardware/Software - Page 2 - sub total $6,428.00 Hardware/Software - Page 3 - sub total $0.00 Hardware/Software - Total $13,545.00 Software Support Software Support - Total $0.00 Hardware Support Hardware Support - Total $0.00 Professional and Installation Services $810.00 Professional and Installation Services - Total $810.00 Project Sub Total $14,355.00 Sales Tax @ 7.750% $1,112.52 Project Total* Customer Signature $15,467.52 Merrill & Associates Signature Legal Entity Name Legal Entity Name Merrill & Associates Authorized Signature Authorized Signature Typed/Printed Name Typed/Printed Name Michael Merrill, President Date Date Pricing does not include any applicable taxes and/or tariffs. Customer is responsible for paying these amounts (if any) in addition to the amount shown. Payment Terms: Standard Invoicing Policies are as follows unless otherwise agreed to by Merrill & Associates in writing. Product requires 50% pre- payment before order is processed with the balance invoiced at time of shipment from manufacturer or distributor. Project services will be invoiced at the time such Project is completed. Fixed fee projects (services) will be prorated based on work completed and invoiced when completed. Time and Material Services will be invoiced upon completion of activity. Maintenance or Managed Services Contracts will be invoiced upon contract signing. Standard Credit Terms are 30 days from date of invoice. Outstanding Past Due Balances are subject to a 1.5% per month interest charge. Lease Transactions: Product requires 50% pre -payment before order is processed with the balance due at time of shipment from manufacturer or distributor. Project services will be due at the time such Project is completed. Client is responsible for all moneys due if lease funding is not completed within 7 days. Phased Implementation: If the Customer requests that implementation be completed in a phased approach, the Customer will be responsible for payment on each phase as it is completed. Re -Stocking Fee and Shipping: A twenty -percent (20%) re -stocking fee will be assessed for any equipment or pans that are returned, unless otherwise agreed upon by Merrill & Associates and the Customer. Equipment that has been opened or installed will not be accepted. Customer is also responsible for any shipping fees between the Customer and Merrill & Associates and/or Merrill & Associates and the equipment manufacturer. Labor: If the Customer changes the Scope of Work or stops (delays) the project during the implementation phase, the customer will be responsible for all Merrill & Associates 1305 Pioneer Street Brea, CA 92821 02/03/2012 Hardware/Software - Page 2 City of Costa Mesa Upgrade Primary UPS AVAYA Platinum ■ ■ N Bus 1HUwrNEw Merrill Associates Michael Carter Client Solution Manager 714-388-3275 700465461 2 9130 1500 VA EXTENDED BATTERY MODULE $999.00 $1,998.00 700465503 1 9130 BDM FOR 700-1500VA RCK MNT 120V $581.00 $581.00 700434798 1 UPS ENVIRONMENTAL PROBE $182.00 $182.00 700465305 1 PW9130 1500 120V RACK W /SNMP CARD $2,087.00 $2,087.00 700465461 1 9130 1500 VA EXTENDED BATTERY MODULE $999.00 $999.00 700465503 1 9130 BDM FOR 700-1500VA RCK MNT 120V $581.00 $581.00 Page Sub Total $6,428.00 Merrill & Associates 1305 Pioneer Street Brea, CA 92821 02/03/2012 Hardware/Software - Page 3 Page Sub Total City of Costa Mesa Upgrade Primary UPS AVAYA Platinum BusPI.," gap ...... ■ ■ N Merrill Associates Michael Carter Client Solution Manager 714-388-3275 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 F Merrill & Associates Empowering your business today with solutions of tomorrow STATEMENT OF WORK AVAYA COMMUNICATION SERVER UPGRADE TO 6.0 PREPARED FOR CITY OF COSTA MESA PREPARED BY: M/CHAEL D. CARTER MERRILL 8c ASSOC/A TES 1305 P/ONEER STREET, BREA CA 92821 714-388-3275 Ploatinum ■. BUR IH�$RR $P ATFA e Merrill & Associates SIMPLIFY Communications. ENHANCE 1. PROJECT OVERVIEW This document will serve as the contract, or Statement of Work (SOW), agreement between Merrill & Associates (hereafter referred to as Merrill) and the City of Costa Mesa (hereafter referred to as Client). Merrill will design, implement, and project manage the successful implementation of the following: • Upgrade of the existing system in Civic Center to Avaya Aura R6 including replacement of Definity G3si with DL360 G7 Server • Upgrade the following remote locations from Prologix to G430 Gateways • Fire Station #1 • Fire Station #2 • Fire Station #3 • Fire Station #3, Community Center and Recreation Center • Fire Station #4, Parks Maintenance and Corp Yard • Fire Station #6 • Police Sub Station at South Coast Plaza 2. SOLUTION Our recommended solution addresses the following requirements identified during the discovery process with Client: • The current Definity G3si system is several releases old and should be upgraded to insure continued support and realize new functionality. • The current Definity G3si Server is end of sale and should be upgraded to the current DL360 G7 model. • The current Intuity Voice Mail is end of sale and should be upgraded to the current Modular Messaging with Speech Attendant. 3. SYSTEM DESIGN Merrill & Associates (Merrill) is recommending that the existing Definity si Release 6 system be upgraded to Avaya Communication Manager 6.0. In conjunction with the upgrade, the discontinued Definity G3si processor will be replaced with a DL360 G7 server. This upgrade will allow The City of Costa Mesa to realize enhanced feature functionality and also permit the use of additional gateways and IP phones that were not compatible with the existing software. An important benefit of upgrading to Avaya Aura R6 Software is that a Speech Attendant will now accompany the Auto Attendant to allow easy transferring of calls to City of Costa Mesa personnel. 3.1 KEY DESIGN COMPONENTS City of Costa Mesa (Civic Center Site) Main Site: S8800 Upgrade will be equipped as follows: • 1 Avaya DL360 G7 Media Server to replace the discontinued Definity G3si Server. • 725 Avaya Aura Release 6 Standard Edition Software Licenses. • 1 Avaya Aura Messaging Release 6.1 • 609 Avaya Aura Messaging Voice Mail Software Licenses • 1 Speech Attendant 2/3/2012 Page 1 This document is proprietary and not to be disclosed outside of The City of Costa Mesa and Merrill & Associates Merrill & Associates SIMPLIFY Communications. ENHANCE • 1 Updated Call Accounting Software with Rack Mounted Server • 1 Avaya Ethernet Routing Switch with Gigbit Ethernet Transceivers 1 1-year Software / Hardware Onsite Warranty Support (paid annually). City of Costa Mesa (Fire Station #1) 2803 Royal Palm with S300D Server with LSP UPGR: • 1 Avaya G430 Remote Gateway • 1 Avaya Ethernet Switch with Gigibit Ethernet Transceivers to Replace Existing Fiber Mux City of Costa Mesa (Fire Station #2) 800 Baker Street S300D Server with LSP UPGR: 1 Avaya G430 Remote Gateway • 1 Avaya Ethernet Switch with Gigibit Ethernet Transceivers to Replace Existing Fiber Mux City of Costa Mesa (Fire Station #3) 1845 Park Avenue S300D Server with LSP UPGR: • 1 Avaya G430 Remote Gateway • 1 Avaya Ethernet Switch with Gigibit Ethernet Transceivers to Replace Existing Fiber Mux of Costa Mesa (Fire Station #41 2300 Placentia Avenue S300D Server with LSP UPGR: • 1 Avaya G430 Remote Gateway • 1 Avaya Ethernet Switch with Gigbit Ethernet Transceivers to Replace Existing Fiber Mux City of Costa Mesa (Fire Station #6) 3350 Sakioka Drive S300D Server with LSP UPGR: • 1 Avaya G430 Remote Gateway • 1 Avaya Ethernet Switch with Gigibit Ethernet Transceivers to Replace Existing Fiber Mux City of Costa Mesa (Police Sub Station (a-_) South Coast Plaza) S300D Server with LSP UPGR: 1 Avaya G430 Remote Gateway • 1 Avaya Ethernet Switch with Gigibit Ethernet Transceivers to Replace Existing Fiber Mux Other: One - year On -site warranty 8x5pm coverage has been included for all Hardware and Software trouble ticket resolution. 3.2 DESIGN ASSUMPTIONS • 19" Data Four Post Rack and proper cabling to accommodate the upgraded Avaya Servers will be provided by the City of Costa Mesa. • Utilize existing City of Costa Mesa existing Fiber and Copper plant. • Utilize existing City of Costa Mesa Equipment Rooms • Add Speech Attendant to City of Costa Mesa Auto Attendant. 2/3/2012 Page 2 This document is proprietary and not to be disclosed outside of The City of Costa Mesa and Merrill & Associates Merrill & Associates SIMPLIFY Communications. ENHANCE 4. IMPLEMENTATION Merrill & Associates specializes in the custom design and integration of full communications systems utilizing our expertise in networking, engineering, design, and project management. Upon contract acceptance, Merril's highly qualified engineers and project managers will work with the City of Costa Mesa Systems to develop a comprehensive project plan utilizing our experience with similar projects and leveraging our expertise to help realize your investment. An overview of the project implementation process and milestones follows: 4.1 OBJECTIVES Merrill will successfully implement an Definity G3si upgrade at the Civic Center and Prologix upgrades at six Remote locations. Our implementation team has verified that all system hardware and software components meet the City of Costa Mesa expectations and specifications as they pertain to the contracted services. 4.2 PROJECT MANAGEMENT & PLANNING Merrill will provide a Project Manager responsible for overseeing the project. The Project Manager will be the single point of contact for all issues related to system implementation. The Project Manager will direct implementation activities as required to meet the agreed upon scheduled in-service date. The Project Manager will: • Create and maintain the project plan. • Provide environmental specifications. • Coordinate equipment delivery to Client • Manage the Change Order / Request process • Coordinate and Schedule project resources, including Call Accounting. • Conduct Project Status meetings. • Conduct Project Completion meeting. • Register and process post -warranty maintenance support. 4.3 SOLUTION DEPLOYMENT Definity G3si Upgrade Steps: Upgrade from Definity Release 6 to Avaya Communication Manager Release 6.0. All Remote locations will be completed at the same time as the main core site . Merrill will provide the following services after hours: • Upgrade firmware (if applicable) • Run system error checks • Pre -install software • Clear system alarms • Backup system • Install software upgrades • Verify install and perform integrity checks • Install new license and authentication files • Install security and service pack updates (if any) • Backup translations • Complete final testing 2/3/2012 Page 3 This document is proprietary and not to be disclosed outside of The City of Costa Mesa and Merrill & Associates Merrill & Associates SIMPLIFY Communications. ENHANCE • Complete final registration of new software 4.4 TRAINING Formal classroom training is available but is not included in this proposal. 4.5 CLIENT PROJECT RESPONSIBILITIES 4.5.1 IMPLEMENTATION DELIVERY Client will be required to: • Ensure that any network problems are referred to Client's network service provider and resolved. • Arrange for any telephone changes required in connection with cutover. • Install, or arrange for the installation of, a dedicated Remote Access Line no later than the delivery date of the equipment. • Provision / Provide all required IP addresses, including RJ45 connections to the client LAN. • Provide IT support for access and trouble shooting. • Provide specified dedicated electrical outlets. • Ensure that circuits are fully extended, terminated and labeled on plywood mounting within switch room. • Coordinate and schedule testing date and time between Merrill, network vendor and IT department. 4.5.2 SOLUTION DESIGN AND DEVELOPMENT 4.5.2.1 SYSTEM SOFTWARE AND NETWORK TRANSLATIONS Client will be required to: • Provide site -specific information, such as software networking and trunking requirements. • Work with Merrill to determine the following information for each location: • Reuse existing Network facilities • Reuse existing listed Voice Mail directory • Feature dial access codes • Reuse any and all Station numbering plans • Work with Merrill to reuse the existing numbering plan. • Work with Merrill to reuse the existing connectivity of trunk facilities. • Meet all stated requirements, as identified in the needs analysis checklists. 4.5.3 SOLUTION DEPLOYMENT 4.5.3.1 IP TELEPHONY REQUIREMENTS The client will be responsible for fulfilling the following requirements, if applicable: • Providing the required IP addressing and physical LAN Ethernet port requirements as specified by the final system design, and the Avaya IP requirements document. • Provide the required Fiber bandwidth between remote sites. • Provide required LAN/WAN trouble shooting resources if needed. 2/3/2012 Page 4 This document is proprietary and not to be disclosed outside of The City of Costa Mesa and Merrill & Associates Merrill & Associates SIMPLIFY Communications. ENHANCE 4.5.3.2 FIRST DAY OF BUSINESS SUPPORT (HELP DESK Client will be required to provide one representative to support the Help Desk operation and to supply Merrill with the signed Client Acceptance Document (Attachment B). 5. GENERAL PROJECT TERMS AND CONDITIONS 5.1 MERRILL RESPONSIBILITIES Upon completion of the project Merrill will provide Client with a final copy of the installed hardware and software configuration. This Contract includes furnishing of labor, materials, equipment and services as necessary to complete the specified implementation as described within. All work will be performed during regular business hours of Monday through Friday, 8:00 am to 5:00 pm, with the exception of any services that will be disruptive to your normal business operation. Where required; after hours installation and testing is identified within the description of services. 4. Extraordinary delays to Merrill or multiple dispatches of Merrill's personnel caused by Merrill waiting on Client's personnel or subcontractors may result in additional charges. All change orders shall be in writing from Client and must be accepted by Merrill prior to commencement of any additional work activities. Changes in schedule, statement of work, or due dates may result in additional charges. 5.2 CLIENT RESPONSIBILITIES Client requests for equipment to be delivered and staged at a Merrill facility will require a Client -signed release form acknowledging shipment and accepting receipt of said equipment. Client is responsible to designate a "Project Coordinator" with authority to make decisions on their behalf concerning the Project. Client will ensure the timely completion of any required pre -installation checklist or subscriber information. Delays in Client's completion of these documents may result in a delay of the completion date and additional charges. 4. Client will provide adequate secure storage in or near the equipment room for equipment and material. Client is responsible to negotiate with contractors and telephone company/network providers to provide facilities for the products described in this contract, with the demarcation point being in the equipment room or MDF. This includes provisioning telephone lines, trunking, and digital channel assignments, as well as arranging for their installation. All facilities are existing and will be reused. 2/3/2012 Page 5 This document is proprietary and not to be disclosed outside of The City of Costa Mesa and Merrill & Associates Merrill & Associates SIMPLIFY Communications. ENHANCE 6. CONTRACT TERMS AND CONDITIONS 6.1 ORDERS: Orders are subject to credit approval and acceptance by Merrill. Order acceptance requires a Client - signed contract or Statement of Work and an accompanying Client Purchase Order. Merrill may accept an order by commencing to provide product and services. 6.2 OPERATING PERMITS All standard operating permits, licenses and certificates required for Merrill to carry out its normal installation of the products will be obtained, except those permits, licenses and other documentation required for building, construction, right-of-way, radio frequency, etc. that are the Client's responsibility. Permit and acquisition costs will be billed to Client at the completion of the project, as a part of the final bill. 6.3 COMPLIANCE Merrill will assure compliance with all applicable local and national code requirements, as well as the applicable Federal, state and municipal laws in effect at the time of written acceptance of this contract. 6.4 IMPLEMENTATION • If unforeseen conditions arise during the course of the work, such conditions may be deemed to be outside of the Statement of Work and may be subject to a Change Order. • All Client -furnished materials are assumed to be in proper working order and meet the standards for their intended purpose. • If Prevailing Wage rates are required, an additional premium may apply. • Merrill shall perform its work in accordance with the manufacturer's specifications, as well as its own standard specifications. • Upon delivery of equipment to Client's site, Client will be responsible to accept the equipment shipments. • Risk of Loss for the equipment and material provided shall pass to Client when Client signs for delivery unless such equipment is damaged by Merrill personnel. 6.5 ENVIRONMENT: Products must operate in a controlled environment. Client is solely responsible for providing a suitable location that meets the equipment manufacturers' environmental requirements (e.g., temperature, humidity, etc.) for proper operation. Client may need to arrange for additional construction, electrical or conduit work in order to meet the requirements of the new system. Client is solely responsible for meeting environmental requirements. 6.6 INSTALLATION AND ACCEPTANCE: Merrill will install and test the hardware and software as agreed to in this contract. Merrill will notify Client when the installation and preliminary testing is complete, and the application is conforming to the written specifications. Client's acceptance shall commence automatically at the end of testing or upon in-service, unless Client notifies Merrill within five days, in writing, of any nonconformity between the contracted system installed and its written specifications. 6.7 RETURNS: All returns or cancellations will be subject to a 15% cancellation fee. 2/3/2012 Page 6 This document is proprietary and not to be disclosed outside of The City of Costa Mesa and Merrill & Associates Merrill & Associates SIMPLIFY Communications. ENHANCE 6.8 NON -SOLICITATION: The parties each agree that they shall not directly solicit to employ or contract the services of any person who is employed by the other party on work set forth in any Statement of Work or Change Order or other activity related to this Agreement during the term of this Agreement or for twelve (12) months following its expiration, cancellation or termination, without prior written consent. Should an employee of one party be hired as a result of a direct or indirect solicitation from the soliciting party, the soliciting party agrees to pay the other party the amount of $100,000. Both parties agree that this payment represents a reasonable estimation of expenses incurred should an employee be hired under these conditions. 6.9 CONFIDENTIALITY: All confidential information relating to any party shall be held in confidence by the other party to the same extent and with at least the same degree of care as such party protects its own confidential or proprietary information of like kind and import. 6.10 WARRANTIES AND LIMITATIONS: Merrill warrants to Client that Service Support will be carried out in a professional manner in accordance with manufacturer's specifications, as well as its own standard specifications, by qualified personnel. If the Service Support has not been so performed and Client notifies Merrill in writing in reasonable detail within thirty (30) days after the performance of the Service Support, then Merrill will, at its option, re -perform the Service, correct the deficiencies or render a prorated refund based on the original charge for the deficient Service Support. Merrill's installation includes the pass-thru of a one (1) year warranty by Avaya Inc., the Product manufacturer, on certain items. Labor is included in the warranty only if a post warranty contract is executed at the time of implementation. Except as referenced and limited in this section, neither Merrill nor its licensors or suppliers makes any express representations or warranties with regard to any products or services or otherwise related to this agreement. Merrill does not warrant uninterrupted or error free operation of products or that product and services will prevent toll fraud. To the maximum extent permitted by applicable law, Merrill disclaims all implied or statutory warranties, including, but not limited to, any warranties of merchantability, fitness for a particular purpose, and non -infringement. The warranty remedies expressly provided in this agreement will be Client's sole and exclusive remedies. LIMITATION OF LIABILITY: • Excluded Types: in no event will either party or its respective licensors or suppliers have any liability for any incidental, special, statutory, indirect or consequential damages, or for any loss of profits, revenue, data, toll fraud, or cost of cover. • Aggregate Liability: the liability of either party for any claim arising out of or in connection with this agreement, other than non-payment of amounts when due, will not exceed the greater of: (i) an amount equal to the aggregate total amount of all fees paid or payable under this agreement in the one (1) month period immediately preceding the date of the event giving rise to the claim; or (ii) $10,000. • Scope: the limitations of liability in this section will apply to any damages, however caused, and on any theory of liability, whether for breach of contract, tort (including, but not limited to, negligence), or otherwise, and regardless of whether the limited remedies available to the parties fail of their essential purpose. The limitations of liability will not apply, however, in cases of willful misconduct, personal injury or breaches of Avaya's license restrictions. • Representatives: The limitations of liability in this Section also will apply to any liability of directors, officers, employees, agents and suppliers. 2/3/2012 Page 7 This document is proprietary and not to be disclosed outside of The City of Costa Mesa and Merrill & Associates Merrill & Associates SIMPLIFY Communications. ENHANCE GOVERNING LAW AND DISPUTE RESOLUTION: • Governing Law: This Agreement and any disputes arising out of or relating to this Agreement ("Disputes") will be governed by the laws of the State of California. • Time Limit: The filing of a demand for mediation, arbitration, or legal action against a dispute between the parties must be brought in accordance with this Section within one (1) year after the cause of action arises. • Enforcement: Enforcement of this Agreement, including for any breach, may be done via Alternative Dispute Resolution (ADR), Binding Arbitration pursuant to the rules of the American Arbitration Association, or court action solely at the option of the party seeking such enforcement. Enforcement of this Agreement shall include an award of attorney's fees and costs against the party who has materially breached this Agreement. MISCELLANEOUS: Merrill may subcontract any or all of the obligations to be performed by it hereunder, but will retain responsibility for the work. Merrill will not be liable for any delay or failure in performance to the extent such delay or failure is caused by events beyond Merrill's reasonable control, such as fire, flood, act of God, explosion, war or the engagement of hostilities, strike, embargo, labor dispute, government requirement, civil disturbances, civil or military authority, act of terrorism, and inability to secure materials or transportation facilities. The failure of either party to assert any of its rights under this Agreement will not be deemed to constitute a waiver by that party of its right thereafter to enforce each and every provision of this Agreement. AVAYA END USER SOFTWARE LICENSE AND LIMITED WARRANTY END USER SOFTWARE LICENSE: Avaya Inc. grants Client a personal, non transferable and non-exclusive right to use, in object code form, all software and related documentation furnished under the Agreement between Avaya Inc. and Merrill Communications Inc. This grant shall be limited to use with the equipment for which the software was obtained or, on a temporary basis, on back-up equipment when the original equipment is inoperable. Use of software on multiple processors is prohibited unless otherwise agreed to in writing by Avaya Inc. Client agrees to use your best efforts to see that your employees and users of all software licensed under this Agreement comply with these terms and conditions and Client will refrain from taking any steps, such as reverse assembly or reverse compilation, to derive a source code equivalent of the software. Client is permitted to make a single archive copy of software. Any copy must contain the same copyright notice and proprietary marking as the original software. Use of software on any equipment other than that for which it was obtained, removal of the software from the United States, or any other material branch shall automatically terminate this license. If the terms of this license differ from the terms of any license packaged with the software, the terms of the license packaged with the software shall govern. LIMITED WARRANTY AND LIMITED LIABILITY Avaya Inc. warrants that if the Software does not substantially conform to its specifications, the end user customer (Client) may return it to the place of purchase within 90 days after the date of purchase, provided that Client has deployed and used the Software solely in accordance with this License Agreement and the applicable Avaya Inc. installation instructions. Upon determining that the returned Software is eligible for warranty coverage, Avaya Inc. either will replace the software or, at Avaya Inc.'s option, will offer to refund the License Fee to Client upon receipt from Client of all copies of the Software and Documentation. In the event of a refund, the License shall terminate. The software is not warranted for non -compatible systems. 2/3/2012 Page 8 This document is proprietary and not to be disclosed outside of The City of Costa Mesa and Merrill & Associates Merrill & Associates SIMPLIFY Communications. ENHANCE 6.11 DISCLAIMER OF WARRANTIES Avaya Inc. makes no warranty, representation, or promise to you not expressly set forth in this agreement. Avaya Inc. disclaims and excludes any and all implied warranties of Merchantability or fitness for a particular purpose. Avaya Inc. does not warrant that the software or documentation will satisfy your requirements, that the software or documentation is without defect or error, or that the operation of the software will be uninterrupted. Also, Avaya Inc. does not warrant that the software will prevent, and Avaya Inc. will not be responsible for, unauthorized use (or changes for such use) of common carrier telecommunication services or facilities accessed through or connected to the software (Toll fraud). Some states do not allow the exclusion of implied warranties or limitations on how long an implied warranty lasts, so the above limitation may not apply to Client. This warranty gives Client specific legal rights which vary from state to state. EXCLUSIVE REMEDY AND LIMITATION OF LIABILITY Except for bodily injury proximately caused by Avaya Inc.'s negligence, your exclusive remedy and Avaya Inc.'s entire liability arising from or relating to this license agreement or to the software or documentation shall be limited to direct damages in an amount not to exceed $10,000. Avaya Inc. shall not in any case be liable for any special, incidental, consequential, indirect, or punitive damages, even if Avaya inc. has been advised of the possibility of such damages. Avaya Inc. is not responsible for lost profits or revenue or savings, loss of use of the software, loss of data, costs of recreating lost data, the cost of any substitute equipment or program, charges for common carrier telecommunication services or facilities accessed through or connected to the software (Toll Fraud), or claims by any person other than you. These limitations of liability shall apply notwithstanding the failure of an exclusive remedy. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to Client. 7. ACCEPTANCE/AGREEMENT IN ACCORDANCE WITH ITS TERMS This Agreement constitutes the entire understanding of the parties with respect to the subject matter thereof and will supersede all previous and contemporaneous communications, representations or understandings, either oral or written, between the parties relating to that subject matter and will not be contradicted or supplemented by any prior course of dealing between the parties. All notices under this Agreement and any modifications or amendments to this Agreement must be agreed to in writing and signed by an officer of Merrill. City of Costa Mesa: (Authorized Signature) (Printed Name) (Title) (Date) Merrill & Associates, Inc. (Authorized Signature) (Printed Name) (Title) (Date) 2/3/2012 Page 9 This document is proprietary and not to be disclosed outside of The City of Costa Mesa and Merrill & Associates Merrill & Associates SIMPLIFY Communications. ENHANCE ATTACHMENT A — CHANGE ORDER DOCUMENT MerrillAssociates Change Order Change Order Number: Change Order Date: Project Name: Purchase Order (PO) Number: Client Information Company Name: Contact Name: Telephone Number: Fax Number: E-mail Address: Address Line 1: Address Line 2: Address Line 3: City: State/Province: Postal Code: Change Requested By Name: E-mail Address: Telephone Number: Fax Number: Reason for Change Detailed List of Changes Type a description of this change.] Cost Adjustment: Hours Adjustment: Summary Total adjustment 2/3/2012 Page 10 This document is proprietary and not to be disclosed outside of The City of Costa Mesa and Merrill & Associates Merrill & Associates SIMPLIFY Communications. ENHANCE ATTACHMENT B - CLIENT ACCEPTANCE DOCUMENT Merrill Project Closure Notice Date: Client: Merrill PM: Client Contact: Client Contact Phone Number: System Type: Installation Address: (Client name) agrees that the ordered service(s) have been completed per the scope of work with the exception of any punch list items below. REMARKS 1. Physical equipment installed as designed? Yes ❑ No ❑ 2. Applications installed and tested as designed? Yes ❑ No ❑ 3. Training completed? Yes ❑ No ❑ 4. Client registered SSO w/Link ID 591? Yes ❑ No ❑ 5. Maintenance Contract in process Yes ❑ No ❑ 6. Health Check Completed and Reviewed Yes ❑ No ❑ Punch List Items Assigned To Commitment Date Completion Date Acceptance Authorized Client Signature Printed Name Title Date Merrill & Associates - Authorized Signature Printed Name Title Date 2/3/2012 Page 11 This document is proprietary and not to be disclosed outside of The City of Costa Mesa and Merrill & Associates TERMS OF PURCHASE AGREEMENT The following terms and conditions are part of the Purchase Agreement (the "Agreement') between MERRILL & ASSOCIATES and CUSTOMER, including any and all Attachments applicable to the Agreement, and are hereby incorporated into the Agreement. 1. DEFINITIONS Delivery Date means the date on which MERRILL & ASSOCIATES delivers: (i) MERRILL & ASSOCIATES -installed Products to CUSTOMER's premises; or (ii) when other Products are delivered to CUSTOMER's premises via carrier requested by MERRILL & ASSOCIATES. In the case of software features that can be enabled by MERRILL & ASSOCIATES remotely or delivered via electronic means, Delivery Date means the date the features are enabled or the software is downloaded to the target processor. In -Service Date means the date on which MERRILL & ASSOCIATES notifies CUSTOMER that the MERRILL & ASSOCIATES -installed Products are installed in good working order in accordance with applicable documentation and if applicable in accordance with any Acceptance criteria. Installation Start Date means the date on which MERRILL & ASSOCIATES' personnel arrive at CUSTOMER's premises to install Products Documentation means and include, products resold by MERRILL & ASSOCIATES' user manuals, reference manuals or operating guides in printed or electronic form and performance specifications that are generally made available to users of resold Products and delivered to CUSTOMER with the Products. Documentation includes mutually agreed upon statements of work delivered by MERRILL & ASSOCIATES to CUSTOMER with respect to Services. Documentation does not include marketing materials. 2. PRODUCTCHANGES MERRILL & ASSOCIATES' suppliers may make changes to Products or modify the drawings and specifications relating to Products, or substitute Products of later design, provided that the changes do not adversely and materially impact Product form, fit or function and at no additional cost to CUSTOMER. 3. ORDERS CUSTOMER may hereafter commission MERRILL & ASSOCIATES, and MERRILL & ASSOCIATES may accept such commission, to provide Product and Services as the parties hereinafter agree subject to the terms and conditions of this Agreement. Such commission shall not be effective until: (a) the parties have executed a written agreement, and (b) CUSTOMER has issued a purchase order ("P.O.'� to MERRILL & ASSOCIATES with respect to the Products and Services. The parties acknowledge and agree that this Agreement shall apply in respect of any agreement unless this Agreement is expressly excluded from such commission by a written instrument signed by CUSTOMER and MERRILL & ASSOCIATES. 4. INSURANCE MERRILL & ASSOCIATES, at its own expense, throughout the Term, shall continuously maintain in full force and effect all insurance as applicable law may call for, including: (a) statutory workers' compensation insurance and employer's liability insurance in an amount not less than $1,000,000; and (b) a commercial general liability policy with aggregate limits of no less than $2,000,000. 5. CHANGE CONTROL PROCEDURE If CUSTOMER requests modifications that deviate in any material respect from the specifications in the Purchase Agreement, CUSTOMER shall submit to MERRILL & ASSOCIATES a written change order as follows: (a) such revisions in detail and (b) a request for a price quote for each change (collectively, the "Change Order'. MERRILL & ASSOCIATES shall evaluate the Change Order and submit to CUSTOMER a proposal for undertaking the applicable tasks including: (a) a price quote reflecting all associated fees, and (b) the timeframe and changes to any existing timeframe associated with CUSTOMER's Change Order. Changes will be valid only where agreed in writing by both parties and the Change Order, as supplemented and/or modified by MERRILL & ASSOCIATES' proposal, shall amend and become a part of this Agreement. 6. CUSTOMER OBLIGATIONS CUSTOMER will cooperate with MERRILL & ASSOCIATES for MERRILL & ASSOCIATES' delivery of Products and performance of Services in a timely manner. CUSTOMER will provide MERRILL & ASSOCIATES with interface and other information regarding access to third party products in CUSTOMER's network and necessary third party consents and licenses to enable MERRILL & ASSOCIATES' performance under the Agreement. CUSTOMER is responsible for ensuring that its networks and systems are adequately secured against unauthorized intrusion or attack and regularly backing up its data and files in accordance with good computing practices. If CUSTOMER fails to meet its cooperation obligations under this Section, MERRILL & ASSOCIATES may delay or suspend its delivery of Products or performance of Services relating to CUSTOMER's failure. 7. SECURITY For any Services that MERRILL & ASSOCIATES performs on-site at a CUSTOMER location, CUSTOMER's Security department shall have the right upon MERRILL & ASSOCIATES' entry into the location, to perform a visual inspection of any equipment or materials that MERRILL & ASSOCIATES brings on-site. 8. FEES 8.1 Rates and Normal Business Hours Services shall be performed during normal business hours (B:OOAM to S:OOPM — PST, Monday to Friday) excluding MERRILL & ASSOCIATES designated Holidays unless otherwise agreed to in advance. Any work which is required to be performed outside of normal business hours as requested by CUSTOMER and agreed to by MERRILL & ASSOCIATES, will be at MERRILL & ASSOCIATES'then current out -of -hours rates, which will be provided to CUSTOMER for review prior to any performance of work outside of normal business hours. Prices will be in U.S. dollars. 8.2 Expenses Subject to CUSTOMER's prior written approval and MERRILL & ASSOCIATES'then current standard travel and entertainment guidelines, CUSTOMER will reimburse MERRILL & ASSOCIATES for any reasonable, authorized travel, lodging, sustenance and other approved out-of-pocket expenses ("Expenses') incurred by Personnel in the course of performing hereunder, provided that MERRILL & ASSOCIATES furnishes CUSTOMER with specific documentation therefore. 9. INVOICES AND PAYMENTS 9.1 Invoices Standard Credit Terms are 30 days from date of invoice. Unless otherwise mutually agreed by CUSTOMER and MERRILL & ASSOCIATES, invoicing of CUSTOMER shall be as follows: Products: 50% pre -payment before order is processed with the balance invoiced at time of shipment from manufacturer or distributor. Services: invoicing will be as follows: (i) Fixed -Price projects and Installation Services upon completion of the installation; (ii) Time & Material Services will be invoiced upon completion of activity. (iii) Milestone/Phased Services according to a mutually agreed upon completion schedule or per a Statement of Work. Maintenance or Managed Services: CUSTOMER will be invoiced in advance and upon signing a Maintenance Contract, unless another payment option is specified in the PO. Lease Transactions: will require a 50% pre -payment before order is processed with balance due at the time of shipment from manufacturer or distributor. CUSTOMER is responsible for all moneys due if lease funding is not completed within 7 days. 9.2 Payment Unless otherwise agreed to, payment of invoices is due within 30 days from the date of MERRILL & ASSOCIATES' invoice. Overdue payments will be subject to a late payment charge of the lesser of 1.5% per month or the maximum rate allowed by applicable law. 9.3 Taxes Unless CUSTOMER provides MERRILL & ASSOCIATES with a tax exemption certificate, CUSTOMER is solely responsible for paying all legally required taxes, including without limitation any sales, excise or other taxes and fees which may be levied upon the sale, transfer of ownership, license, installation or use of the Products, except for any income tax assessed upon MERRILL & ASSOCIATES. 10. ORDER CHANGES AND CANCELLATIONS In the event of a permitted cancellation, all preliminary Products that have been delivered to CUSTOMER will be returned promptly to MERRILL & ASSOCIATES in the original, unopened packaging and in the same condition as delivered. Re -Stocking and Shipping Fees: A twenty -percent (20%) re -stocking fee will be assessed for any equipment, products, or parts that are returned, unless otherwise agreed upon by MERRILL & ASSOCIATES and the CUSTOMER. Equipment that has been opened or installed will not be accepted. For Returns, CUSTOMER is responsible for any shipping fees between the CUSTOMER and MERRILL & ASSOCIATES and/or MERRILL & ASSOCIATES and the equipment manufacturer. Labor: If CUSTOMER changes the Scope of Work, stops (delays) the project, or cancels the project, CUSTOMER will be responsible for all labor charges incurred up to the date of cancellation, and will be invoiced accordingly. In addition, CUSTOMER will be responsible for any labor charges associated with re -doing or undoing work that has been performed. 11. PRODUCT AND SERVICES ACCEPTANCE PROCEDURE 11.1 Time & Material Services (T&M) T&M Services are deemed accepted upon completion. 11.2 Purchase Orders without Acceptance Procedure Where specific acceptance criteria and procedures have not been mutually agreed upon by CUSTOMER and MERRILL & ASSOCIATES, CUSTOMER shall have three (3) business days to accept the Implementation Services upon MERRILL & ASSOCIATES providing notice of completion to CUSTOMER. The Products and Services shall be deemed accepted upon the earlier of either: (i) the end of the third business day, unless MERRILL & ASSOCIATES has received from CUSTOMER a rejection notice indicating in reasonable detail the material failure of the Implementation Services to conform to the specifications ("Rejection Notice'; or (ii) production use of the Deliverable associated with the Implementation Services. If MERRILL & ASSOCIATES has received a timely Rejection Notice, then MERRILL & ASSOCIATES will re -perform the respective service and re -submit for acceptance. If requested by MERRILL & ASSOCIATES, CUSTOMER will sign and return a Customer Acceptance Certificate evidencing acceptance in accordance with this Section. WHETHER OR NOT THERE ARE AGREED UPON ACCEPTANCE CRITERIA, IF CUSTOMER PUTS THE SOLUTION INTO PRODUCTION MODE USE, AND SUCH PRODUCTION MODE USE CONTINUES FOR 10 CONSECUTIVE DAYS, THEN PRODUCTS, SERVICES, AND DELIVERABLES ARE DEEMED FULLY ACCEPTED. 12. DISPUTES In the event CUSTOMER disputes the amounts specified on any invoice received from MERRILL & ASSOCIATES, CUSTOMER will promptly, but in any case not later than twenty (20) days following the date of such invoice, notify MERRILL & ASSOCIATES in writing of the nature of the Billing Dispute. MERRILL & ASSOCIATES agrees that it shall promptly enter into good faith negotiations to resolve any discrepancy or misunderstanding associated with such amounts. MERRILL & ASSOCIATES will make commercially reasonable efforts to completely resolve the Billing Dispute within thirty (30) days following the date on which MERRILL & ASSOCIATES received CUSTOMER's initial billing inquiry. 13. SHIPPING; RISK OF LOSS; TITLE Products will be shipped to the destination in the United States specified in the order. Shipping and handling costs will be reflected as a separate line item on the MERRILL & ASSOCIATES invoice. Risk of loss will pass to CUSTOMER on the Delivery Date. Title to MERRILL & ASSOCIATES -installed hardware will pass to CUSTOMER on the In -Service Date. Title to all other hardware will pass to CUSTOMER on the Delivery Date. Title to software provided under the Agreement will remain solely with licensors to MERRILL & ASSOCIATES, unless otherwise stated in the license agreement shipped with software. Subject to CUSTOMER's payment of fees for Products and Services, MERRILL & ASSOCIATES grants CUSTOMER a non-exclusive, non -transferable, perpetual, limited, non -sublicense able license to use Deliverables created by MERRILL & ASSOCIATES and delivered to CUSTOMER as a part of Services. 14. WARRANTY AND LIMITATION of LIABILITY 14.1 Warranty MERRILL & ASSOCIATES warrants to CUSTOMER that during the applicable warranty period, the Product will conform to and operate in accordance with the applicable documentation in all material respects. 14.2 Warranty Period The warranty periods for Products are generally as follows: (i) hardware: 12 months, beginning on the In -Service Date for MERRILL & ASSOCIATES -installed hardware and on the Delivery Date for all other hardware; (ii) software and software media: 90 days, beginning on the In -Service Date for MERRILL & ASSOCIATES -installed software and on the Delivery Date for all other software. The warranty period will always, without exception follow the length and conditions of the manufacturer. Some manufacturers will require software licenses agreements be reviewed and signed prior to delivery. With respect to software that contains elements provided by third party suppliers, CUSTOMER may install and use the software in accordance with the terms and conditions of the applicable license agreements provided by MERRILL & ASSOCIATES from third party. Upon written request, MERRILL & ASSOCIATES shall make all reasonable efforts to supply CUSTOMER with a copy of the Third Party License in advance of the shipment of the related Product. 14.3 Remedies If a Product is not in conformance with the warranty above and MERRILL & ASSOCIATES receives from CUSTOMER (during the applicable warranty period) a written notice describing in reasonable detail how the Product failed to be in conformance, MERRILL & ASSOCIATES at its option will repair or replace the Product to achieve conformance and return the Product to CUSTOMER. For software warranty claims, CUSTOMER must provide MERRILL & ASSOCIATES with information in sufficient detail to enable MERRILL & ASSOCIATES to reproduce and analyze the failure and must provide limited remote/dial-in access to the affected Products to perform diagnostics and/or repair. Replacement hardware may be new, factory reconditioned, refurbished, re -manufactured or functionally equivalent and will be furnished only on an exchange basis. Returned hardware that has been replaced by MERRILL & ASSOCIATES will become MERRILL & ASSOCIATES' property. Replacement Products are warranted as above for the remainder of the original applicable Product warranty period. THESE REMEDIES WILL BE CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES AND WILL BE IN LIEU OF ANY OTHER RIGHTS OR REMEDIES CUSTOMER MAY HAVE AGAINST MERRILL & ASSOCIATES WITH RESPECT TO THE NONCONFORMANCE OF PRODUCTS. 14.4 Warranty Procedures Products subject to a warranty claim must be returned to MERRILL & ASSOCIATES in accordance with MERRILL & ASSOCIATES' instructions accompanied by evidence satisfactory to MERRILL & ASSOCIATES that the Products remain entitled to warranty protection. 14.5 Costs If a Product is returned within the applicable warranty period subject to a valid warranty claim, MERRILL & ASSOCIATES will not charge for any repair, replacement, error identification or correction, or return shipment of the non -conforming Product. If MERRILL & ASSOCIATES has determined that the Product was operating in conformance with its applicable warranty or if CUSTOMER requests MERRILL & ASSOCIATES to continue to troubleshoot after MERRILL & ASSOCIATES has advised CUSTOMER that the Product is operating in conformance with its applicable warranty, MERRILL & ASSOCIATES may charge CUSTOMER for error identification or correction efforts, repair, replacement and shipment costs at MERRILL & ASSOCIATES'then current rates. 15. LITIGATION 15.1 Attorney's Fees Should any litigation be commenced between parties to this Agreement concerning any provision of this Agreement or the rights and obligations of any party, the party prevailing in such litigation shall be entitled, in addition to such other relief as may be granted, to that party's full attorney's fees and costs incurred in such litigation. 15.2 Jurisdiction and Venue The parties agree that any legal action or proceeding with respect to this Agreement must be brought in the Superior Court of the State of California, in Orange County, California. By execution of this Agreement, the parties hereby submit to such venue, forum and jurisdiction and further hereby expressly waive whatever rights may correspond to it by reason of each party's present or future domicile. 16. MISCELLANEOUS 16.1 Notices Any notice required or permitted to be given hereunder shall be in writing and may be served personally, or by mail, addressed to CUSTOMER at the address given for billing or to MERRILL & ASSOCIATES at its corporate office in Brea, California. Notice shall be effective upon personal delivery, or if given by mail, shall be effective two (2) days after deposit in the United States mail registered or certified, postage prepaid and addressed as specified above. Either party may by written notice to the other specify a different address for notice purposes. 16.2 Assignment Neither Parry shall assign this Agreement or its rights and obligations hereunder. 16.3 No Modifications No addition to or modification of any term or provision of this Agreement shall be effective unless set forth in writing and signed by both MERRILL & ASSOCIATES and CUSTOMER. 16.4 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. 16.5 No Waiver The waiver by one Party of the performance of any covenant, condition or promise, or of the time for performing any act, under this Agreement shall not invalidate this Agreement nor shall it be considered a waiver by such Party of any other covenant, condition or promise, or of the time for performing any other act required, under this Agreement. The exercise of any remedy provided in this Agreement shall not be a waiver of any remedy provided by law, and the provisions of this Agreement for any remedy shall not exclude any other remedies unless they are expressly excluded. 16.6 Entire Agreement This Agreement, together with any applicable Attachments, constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes any and all prior and contemporaneous agreements, representations, negotiations and understandings of the Parties, oral, written or electronic, including any letters of intent or memoranda of understanding. 16.7 Counterparts This Agreement may be executed in counterparts, each of which shall constitute an original, but all of which together shall constitute one and the same instrument. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon provided such signature page is attached to any other counterpart identical thereto except having additional signature pages executed by the other Party. Counterparts may be delivered by fax provided that original executed counterparts are delivered to the recipients on the next business day following the fax transmission.