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HomeMy WebLinkAboutCerium Networks - Support Agreement DocuSign Envelope ID:BEE3726B-0B96-4B99-9F81-2BA25396092A • cerium networks SPOKANE I SEATTLE I BILLINGS I HELENA I BEAVERTON I BOISE I PHILLIPINES CeriumRenewals@CeriumNetworks.com DATE 2/24/2023 �. 877.4.CERIUM I 877.423.7486 GERa: CERQ78679-2023 ceriumnetworks.com CONTACT:. Cerium Renewals 41, (509) 536-8610 ceriumrenewaIs@ceriumnetworks.com PREPARED FOR: BILLING.FREQUENCY: TERMS: City of Yakima-HQ Monthly Net 30 Cerium and Avaya Support Renewal 2023 1 Cerium Support for Avaya Voice and Messaging Systems 2 Start Date: 3/1/2023 End Date: 2/28/2024 3 Cerium Essential Support 8X5 4 1,288 CSC 8X5 ESSENTIAL SUPPORT FOR AVAYA CM-BUNDLE $1.15 $1,481.20 (J71100-J71101-J71103-J71105) 5 1 Cerium Networks 8x5 Essential support for Avaya CM includes 24x7 system alarming and $0.00 $0.00 monitoring, remote and onsite engineering support for technical trouble remediation, and critical parts replacement during normal business hours for Avaya Communication Manager, Gateways, AES, and System Manager. 6 694 CSC 8X5 ESSENTIAL SUPPORT FOR AVAYA AURA MESSAGING $0.46 $319.24 7 1 Cerium Networks 8x5 Essential support for Avaya Aura Messaging includes 24x7 system $0.00 $0.00 alarming and monitoring, remote and onsite engineering support for technical trouble remediation, and critical parts replacement during normal business hours. 8 Cerium Support Monthly SubTotal $1,800.44 9 NCPA 01-97 ADV TECHNOLOGY SOLUTIONS AGGREGATOR $0.00 $0.00 10 Avaya Manufacturer Support Renewal 11 Start Date: 3/1/2023 End Date: 2/28/2024 12 Functional Location : 2691706 YAKIMA CITY OF POLICE BLDG,200 S 3RD ST, YAKIMA,WA, US,98901-2830 13 694 SA ESS C/D AURA MSG 6 MAINSTREAM 1YPP $0.68 $471.92 14 694 UPG ADV AURA MSG 6 MAINSTREAM 1YPP $0.49 $340.06 15 10 SA ESS C/D AES R6 BSC TSAPI 1YPP $0.19 $1.90 16 1 SA ESS C/D AURATM R6 S8510 HA 1YPP $16.02 $16.02 17 86 SA ESS C/D AURA R6 FND 1YPP $1.05 $90.30 18 260 SA ESS C/D AURA CORE R6 1YPP $1.54 $400.40 19 15 SA ESS C/D AURA POWER R6 1YPP $2.17 $32.55 20 25 SA ESS C/D AURA R5 SE 1-100 N1 1YPP $0.77 $19.25 21 901 SA ESS C/D AURAR5 SE 101-1K U1 1YPP $0.77 $693.77 22 Avaya Support Advantage Monthly SubTotal $2,066.17 CERQ78679-2023 1 of 19 DocuSign Envelope ID:BEE3726B-0B96-4B99-9F81-2BA25396092A Applicable taxes and/or freight&handling to be billed upon final invoicing Total $3,866.61 For order inquiries please email CeriumRenewals@CeriumNetworks.com. Pricing is valid for 30 days from the above date. Cerium reserves the right to cancel quotes and/or orders in the event of pricing changes. Taxes and/or shipping fees are estimated, and final costs will be billed upon final invoicing. Additional handling and/or other fees may apply. Expedited shipping is subject to an additional charge. Subscription fees are non-refundable and payment obligations are non-cancelable and non-negotiable, except where prohibited by law. By signing below, I acknowledge that I am permitted to authorize Cerium Networks to order products and/or perform services for the items listed above. -- . .co '1 . ( RYA- ackYriSD( [3(A21)?-3 Authorized Signature Printed Name: Date: CITY CONTRACT NO:ao' 3-osi Thank you for your business! RESOLUTION NO: rt Connecting your workforce to its potential. CERQ78679-2023 2 of 19 DocuSign Envelope ID:BEE3726B-0B96-4B99-9F81-2BA25396092A cerium networks 1' ki 1 1}5 r ii • • 4X I�. I •• 1 l; ' • rl 1 (1 f • V. • t h�h14hti zti�rr Support Agreement Advanced Support for Avaya Telephony 3 of 19 DocuSign Envelope ID:BEE3726B-0B96-4B99-9F81-2BA25396092A Avaya Telephony Advanced Support Cerium CERQ#78679-2023 Date: Services Performed For: February 28, 2023 City of Yakima Verbal/Written Disclaimer: No verbal statements by Cerium Networks or other party shall constitute a modification of this Support Agreement or representation that additional or different services will be performed. Services not written within this Support Agreement are not assumed and will not be performed unless defined within this document. Section 1: Overview The following Support Agreement covers the technical support and maintenance services of City of Yakima's Avaya telephony solution.This Support Agreement specifies the deliverables and responsibilities associated with the Cerium Advanced Support selected and listed in Section Two (2), titled, "Scope of Support." Technical support and maintenance services are vital to the health of your communication system;we appreciate your confidence in our organization to perform these important services. The coverage applies to Avaya Telephony and selected non-Avaya telephony products or components that Cerium has designated in the section titled, "Covered Solutions, Equipment, and Custom Services." Essential Support a) 24x7 system alarm monitoring and notification'. b) 8x5 Remote engineering support for technical trouble remediation. Response time2: Priority 1&2—2 hours Priority 3—8 business hours c) 8x5 On-site engineer as needed for technical trouble remediation. Response time2: Priority 1&2—4 Hours Priority 3—8 business hours d) Critical equipment spare parts. e) Management Meeting and Service Reporting. f) Avaya Support Advantage'. 'Alarms are sent to Cerium and the dedicated customer contacts via email 24x7. 2During the applicable coverage period. 3Unless otherwise noted in the Cerium Sales Order, Avaya Support Advantage is not included in the price of Cerium Maintenance Services. Contract Term The term of this agreement is for a period of 12 months beginning on 3/1/2023 and ending on 2/28/2024. This agreement will automatically renew for an additional term of 12 months if Cerium is not notified by the customer in writing that renewal is not desired at least thirty (30) days in advance of the term end date. If signed customer acceptance of this agreement is not received after 4 such successive automatic renewals,this agreement will cease at the end of the last automatically renewed term. 4 of 19 DocuSign Envelope ID:BEE3726B-0B96-4B99-9F81-2BA25396092A Avaya Telephony Advanced Support Cerium CERQ#78679-2023 Abbreviations and Definitions: 24x7 Refers to twenty-four (24) hours a day, seven (7) days a week, three hundred sixty five (365) days per year; including holidays. 8x5 Refers to normal business hours- Monday through Friday,8:00am—5:00pm Pacific Standard Time (PST); excluding holidays. On-site The physical location(s)of the customer equipment as defined in this Support Agreement. Response Time The maximum elapsed time it will take Cerium Networks personnel to begin to work on a service ticket. This is not to imply when the service issue will actually be resolved. Section 3: Service Descriptions 24 x 7 System Alarm Monitoring and Notification Remote monitoring occurs 24x7x365 and alarms are e-mailed to customer delegated contacts and the Cerium Support Center (CSC). Minor alarms will be reviewed and cleared by Cerium as appropriate. Cerium will respond to critical/major alarms based upon the contracted support level and the hours of coverage. Alarms received by Cerium outside of the contracted hours of coverage will not be responded to by Cerium until 8am on the following business day. If the customer receives an alarm outside of their contracted hours of coverage and requires support they may call the CSC for assistance; however, hourly charges will apply. Remote Engineering Support A qualified Cerium Networks engineer will troubleshoot and resolve service tickets for covered equipment via the telephone and/or a remote system connection. The Cerium engineer will attempt to clear the identified trouble remotely and test systems accordingly to ensure that the trouble is resolved. On Site Engineer A qualified Cerium Networks engineer will be dispatched, at the discretion of the CSC, to the covered location in the event that the identified trouble cannot be cleared remotely. The engineer will test systems accordingly to ensure trouble is resolved. If on-site coverage is not included in the"Service Plan", the customer may still request on-site support at the discretion of both parties. Any on-site visit not included in the'Service Plan'will be billed at the current T&M rates;including any associated travel time. Critical Equipment Spare Parts Unless specifically listed in the Support Agreement,the parts which may be replaced without charge are those contained within the Avaya telephone system (switch) and voicemail system (as applicable). Telephone sets, other adjuncts, power systems (UPS), modems, PCs, servers, routers, network switches, other software, other hardware, and adjunct applications are not covered under this agreement. Such parts and services are billed at T&M rates. 5 of 19 DocuSign Envelope ID:BEE3726B-0B96-4B99-9F81-2BA25396092A Avaya Telephony Advanced Support Cerium CERQ#78679-2023 Avaya Support Advantage—Essential and Upgrade Advantage includes: Cerium Networks is certified by Avaya as a Joint Service Delivery Support Specialist Partner which allows us to escalate directly to Avaya's tier 4 organization. With this support model, Cerium would be the primary contact, and Avaya is in essence the"subcontractor"where appropriate. Cerium would manage the contract with Avaya and there would be no incremental charges by Avaya for in-contract services. • Access to Avaya Intellectual Property and Tier 4 Resources • Access to minor releases with new feature functionality • Access to online software patches • Avaya direct remote software solution support • Access to self-help website, InSite Knowledge Management Tool, and Technical Documentation Library • Software media replacement • Full Release Software Upgrades on Avaya Aura Messaging* *Any additional product and installation and implementation fees apply Section 4: Notification and Response Process 1) Service Requests may be submitted through several methods: a) Web Site: You can navigate to http://cerium1463.ceriumnetworks.com/my-contracts and click on "Submit a ticket" under the"My Support Center"section. b) Phone: You can call the Cerium Support Center at 800.217.0933. This number is always available to request support and is answered 24x7x365; including holidays. This is the recommended method of contact for all urgent requests. c) Email: You can e-mail requests for support to csc@ceriumnetworks.com Email is monitored 24x7x365. d) System alarm monitoring notifies the CSC of an alarm. Cerium personnel monitor system alarms 24x7x365 and will respond as defined by your Support Agreement. 2) Support Ticket Creation —All requests for support are sent directly to CSC personnel who will: a) Verify the customer records in our database to determine support coverage criteria. b) Open a service ticket with a detailed entry of the customer issue. c) Appropriately assign a severity level to the ticket. i. Priority 1 Urgent (Major): An urgent service ticket is any issue that causes a business to cease its primary business function or two or more critical business functions. (100%or nearly 100%-Out-of-Service) If an urgent issue is not actively engaged within two(2)hours the Cerium Engineer must escalate to the respective Manager. ii. Priority 2 High (Major) A high priority service ticket is any issue that involves a down or severely degraded critical business function.(At least 25%Out-of-Service) High priority issues will escalate to "Urgent" status if not actively engaged within four(4) hours. iii. Priority 3 Standard (Minor):A standard service ticket are any issues that degrade or impair but do not inhibit business functions. (Less than 25% Out-of-Service). A 6 of 19 DocuSign Envelope ID:BEE3726B-0B96-4B99-9F81-28A25396092A Avaya Telephony Advanced Support Cerium CERQ#78679-2023 "Standard" issue must be actively engaged within eight (8) business hours or it will be escalated to"High" priority. iv. Priority 4 Scheduled(Minor):A scheduled service ticket is a low priority issues that does not affect business functions or users. Low priority issues are not normally escalated. 3) CSC Engineer Assigned —Based upon the type of service ticket an appropriate engineering resource will be assigned. The assignment will be based on the type of issue and the severity or skill set required. 4) Trouble Diagnostics—The assigned engineer will look up the customer's equipment records in our database and begin work on the issue remotely. If after troubleshooting the issue it is determined on-site support is required, the CSC may dispatch a field engineer to assist on-site. Depending on the Service Plan selected, hourly charges may apply for on-site support and be will billed at the current T& M rates. 5) Problem Resolved - Upon resolving the issue the engineer will close out the ticket with a synopsis of the resolution and any other relevant ticket notes. If hardware or software was updated,the customer record will be updated appropriately. 6) Customer notified —After the service ticket is closed, the customer will be notified of the ticket resolution. A record of the service ticket and its resolution will be available in the customer's Cerium1463° portal page. 7) Root Cause Analysis(RCA)can be completed upon request on Priority 1 and Priority 2 cases which are resolved by Cerium. RCAs for Priority 3 and Priority 4 cases are not included in the Support Agreement, but can be completed upon request. Time and Material charges will apply. RCA focus will be limited to system(s) covered by the Support Agreement. RCA will be researched and results delivered based upon data and logs available to Cerium at the time of the event. Cerium 1463 Web Portal CC• • enum -1463° FLUID COLLABORATION Cerium 1463 is an interactive portal accessible through a unique login, and will provide you specific support information about your account. This portal will have visibility into active and closed tickets, current alarms,and will allow you to add new tickets and add comments to existing tickets. Below is your home page of Cerium 1463. From here you can navigate to the information you are looking for using the"Navigation bar". We also list your contacts with Cerium here, making it easy to 7 of 19 DocuSign Envelope ID:BEE3726B-0B96-4B99-9F81-2BA25396092A Avaya Telephony Advanced Support Cerium CERQ#78679-2023 communicate with the person you need. We display Cerium News and Events here as well so you always know what we are up to. © : cerium p webinar ID am Pacific 111 am Moitntant ::..6inzr WetlnF:da, I AwnnrscfWMK.davx lo.m Prifc lw ow'h.ewxKly wedrnn Wt.aplweawgrranga ut lK+ogca Y Support Tickets: 0 Access tr; 1. Click on "my support center" and select"view trouble tickets". home my support center my alarms view trouble tickets submit a. M. ;„ Cente k 2. By default you will see all active tickets and on the right side you will see graphs showing ticket counts by month and severity for the past year. 3. To see closed tickets click on the filter button and select the view you would like to see. 8 of 19 DocuSign Envelope ID BEE3726B-0B96-4B99-9F81-2BA25396092A Avaya Telephony Advanced Support Cerium CERQ#78679-2023 .=Active Tickets active tickets resolved ticket in the last 7 days resolved tickets ('or;!fm _ 1-I{ -,i. To view details and add notes 1. To view more details and/or add a note to a ticket, click on the site name. 2. To add a note click on "Add Note". 3. Enter notes and/or attach document and click"Submit". <n,rnn,er• . oescoption of work Requeaeed Add Notts Here Choose R- IMP 4. Your note will now show in the"Customer Status"field. To create a support ticket. * Only P3/P4 priority tickets can be entered through the Portal, you are prohibited from changing the priority higher than Priority 3. All higher priority(P1/P2) issues should be called into the Cerium support center. There are a number of locations that have a link to submit a new ticket. • From the home page click on the"submit a support ticket" link on the right. 9 of 19 DocuSign Envelope ID:BEE37268-0B96-4B99-9F81-2BA25396092A Avaya Telephony Advanced Support Cerium CERQ#78679-2023 • From any page click on the"Submit a ticket" link in the footer. _J brl11,,71.1,- -. iew 5uppoi: I - Viet"!Afarr-i_: • From the Navigation bar click on "my support center"and then choose "submit a trouble ticket". home my support center - my alarms view trouble tickets submit a trouble ticket 1. Fill out the form, attach any documents and click on "Submit Ticket". 10 of 19 DocuSign Envelope ID:BEE3726B-0B96-4B99-9F81-2BA25396092A Avaya Telephony Advanced Support Cerium CERQ#78679-2023 Customer• Cerium Networks-HQ Enter a brief subject line(Field is public)' Solution Category' Description of Work Requested' Attach 410,, Choose Files Submit Ticket 2. You will be redirected to the"view trouble tickets" page and you will see your new ticket there. Access Alarms Steps to view your current equipment alarms. 1. Click on "my support center"on the navigation bar and click on"my alarms". it alarmfraq D MyDate MyTime PEXID Companyhame PEXNarmType AbrmCode solarwinds 2. Use the paging buttons to see past alarms. 11 of 19 DocuSign Envelope ID:BEE3726B-0B96-4B99-9F81-2BA25396092A Avaya Telephony Advanced Support Cerium CERQ#78679-2023 1) The Cerium CSC engineer initially assigned to the case is responsible for assuring that the case is properly completed. 2) Assignments of service tickets are based upon: a. Relevant product expertise and certification b. Availability/Schedule of Engineer c. Experience/Familiarity with Customer and configuration 3) If the engineer assigned to the case is unable to resolve the issue: a. Either by the estimated time or b. Because in the engineer's judgment the scope of the issue is beyond their expertise, an assessment will be made on the need to involve additional resources. c. If the issue is within the scope of their expertise and the engineer is still unable to resolve the issue, escalation timelines will take precedence. 4) Escalation will be made to next higher resource level in appropriate product or technical area. 5) The escalation process will continue either until the service ticket is resolved, or the issue is determined not to be technically feasible based on the customer's environment and available hardware. 6) The resolution of certain service tickets may require the customer to obtain additional equipment or software. These tickets may be closed once a recommendation is provided to the Sales Account Executive for pricing/purchase discussions. 7) Escalation to Manufacturer resources can occur at any point in the process as part of troubleshooting or fact finding. To pursue resolution with Manufacturer resources requires an assessment by the appropriate Cerium Director of Technology or the Director of the Cerium Support Center. If the issue has been escalated through all levels of support at Cerium then opening a trouble ticket and escalating to the manufacturer is the next step. Cerium Account Management Escalation Procedures The primary point of contact within Cerium Networks is your assigned Account Executive. In the unlikely event you are not achieving the expected results then making contact with Sales Director is appropriate. Cerium Account Management escalation contacts are: • Account Executive—Todd Jones, 509.536.8625,tjones@ceriumnetworks.com • Sales Director—Matthew Voss,425.492.8687, mvoss@ceriumnetworks.com Cerium Technical Escalation Procedures The Cerium Support Center coordinator will provide you with a mechanism to formally escalate a case to the appropriate resources within the Cerium team. This escalation process will increase the visibility,awareness,and focus of your service outage within the Cerium management team. Process flow: • An escalation request should be initiated in reference to a specific Service Ticket ID. • Place a telephone call to the Support Center number 800.217.0933 and make your escalation request with the CSC coordinator. • Clearly state that you are requesting escalation of the case. 12 of 19 DocuSign Envelope ID:BEE3726B-0B96-4B99-9F81-2BA25396092A Avaya Telephony Advanced Support Cerium CERQ#78679-2023 • If the Coordinator is not available at the time, place a separate telephone call to the Manager or Director of the Cerium Support Center. • The severity level of the service ticket will be mutually agreed upon between the customer and the Cerium escalation point of contact engaged in the process. • A formal action plan including ownership for each action item will be agreed upon between the customer and the Cerium escalation point of contact. • Escalation will be documented by Cerium in the customer record. Cerium Support Center(CSC)Technical Escalation Contacts: Technical Tier C Cerium Support Center: 800.217.0933 or 509.536.8610 csc@ceriumnetworks.com Cerium Management Escalation Contacts Director of CSC: Shannon Behm 509.344.5848—Work sbehm@ceriumnetworks.com Director of Support Services: Adam Jones 509.343.4914 —Work ajones@ceriumnetworks.com VP of Finance&Operations: William Junkermier 509.536.8650—Work wjunkermier@ceriumnetworks.com President: Roger Junkermier 509.536.8656—Work rjunkermier@ceriumnetworks.com Section 6: Customer Dependencies and Responsibilities • Customer shall provide dedicated broadband remote access methodology for the equipment and systems covered under the Maintenance Agreement. • Dedicated broadband access must remain available to provide remote access on a 24x7 hour basis. • Remote access line number or IP address must be provided and tested by Cerium Networks prior to coverage commencing. • Provide Cerium Networks with system passwords and equipment access control features required to provide support. • Notify Cerium Networks of all changes that affect system and network configurations as well as operations. 13 of 19 DocuSign Envelope ID:BEE3726B-0B96-4B99-9F81-2BA25396092A Avaya Telephony Advanced Support Cerium CERQt#78679-2023 • Provide Cerium Networks with a copy of all Modular Messaging/CMS Software and system backup disks • Minimum coverage with Avaya is required in order for Cerium to begin support for the City of Yakima's Avaya environment. City of Yakima must maintain at least the minimum level of Avaya support throughout the term of this agreement. • All underlying Avaya support contracts, i.e. Support Advantage, will be governed by Avaya's terms and conditions. • Cerium will make every effort to maintain stocking levels and procure like-for-like replacement spare parts to support the covered system. There are instances due to age and release level of supported product replacements are no longer being manufactured.This scarcity may affect response and repair times on certain troubles, and certain parts may require replacement with more current substitute parts. As a last resort, you may have to purchase an upgrade to your system to resolve the trouble if replacements or substitutes are not available, or if the substitute part(s) is incompatible with your current version. • Any software deemed End of Maintenance Support(EoMS) by Avaya is best-effort as Avaya Manufacturer Support is no longer available. • Software products categorized with best effort support means Avaya has terminated development efforts for these software products.Cerium Networks standard support does not apply to products in the best effort category. Cerium Networks will use commercially reasonable efforts to assist the customer in resolving errors • The installation and configuration of new hardware will be considered to be an independent project and therefore not covered under this agreement. Section 7: Covered Solutions, Equipment, and Custom Services The following equipment is supported under this agreement. Any equipment not expressly listed below is not considered to be covered under this agreement however support may be available upon request at the current hourly T&M rates. Covered Location Name/Address: Equipment/Solution Covered: City of Yakima -260 RTU—Avaya Aura Core R6 Avaya Sold To: 2691706 -86 RTU—Avaya Aura R6 Foundation 200 South 3'd St Yakima,WA 98901 -15 RTU—Avaya Aura Power -1 RTU—Avaya Aura R6 S8510 HA -926 RTU—Avaya CM R5 -694 RTU—Avaya Aura Messaging Unless specifically stated in this Support Agreement City of Yakima shall be responsible for security of the equipment, including but not limited to application patching, certificate renewals, customer account maintenance,and passwords (including but not limited to administrative and user passwords). Customer will be responsible for its own compliance with all state and federal privacy laws. For Select and Managed 14 of 19 DocuSign Envelope ID:BEE3726B-0B96-4B99-9F81-2BA25396092A Avaya Telephony Advanced Support Cerium CERQ#78679-2023 Service Support Agreements, upon request, Cerium Networks can provide a technical review of potential patches prior to customer deployment for any known incompatibility issues. For all other Support Agreements,a technical review is subject to current T&M rates. Support tickets associated with a patch, certificate renewal, or a security update that did not include a technical review by Cerium prior to deployment is subject to billable time. Any work performed that falls outside of the scope of this agreement is subject to Cerium's current T&M rates. Rates subject to change at any time. Hourly Rate with Hourly Rate Cerium without Cerium Maintenance Maintenance Travel After Hours Holiday Onsite 'Onsite is a(2)Hour $225.00 $325.00 Minimum. Rate x.5 Rate x 1.5 Rate x 2.0 Remote $200.00 $300.00 Special instructions or custom services: Move,Add,Change are not covered under this maintenance agreement and will be billable at current T&M rates. OFFER EXPIRATION: THIS STATEMENT OF WORK(SOW)WILL BECOME INVALID IF NOT ACCEPTED BY CITY OF YAKIMA ON OR BEFORE 3/31/2023. Section 8: Signature Authorization The information in this Support Agreement shall not be duplicated, used or disclosed by the customer or Cerium Networks, in whole or in part,for any purpose other than for fulfillment of the work to be performed by Cerium Networks, Inc. Cerium Networks Terms and Conditions apply to this Support Agreement. City of Yakima Cerium Networks Inc. Authorized Signature Authorized Signature DocuSigned by /I''11 : By: 9' By: 00070AMA14074A4 Name: Bob Harrison Name: William Junkermier Title: City Manager Title: VP of Finance&Operations Date: MotAv,ch -730 eary-D.:7) Date: 3/14/2023 15 of 19 DocuSign Envelope ID:BEE3726B-0B96-4B99-9F81-2BA25396092A Avaya Telephony Advanced Support Cerium CERQ#78679-2023 Cerium Support Contract Terms and Conditions Cerium Networks, Inc. ("Cerium") and you, the Customer, agree that the following terms and conditions will apply to the warranty, post-warranty services and Support services ("Services") listed on the attached Support Contract ("Agreement") This Contract may contain additional pages and covers Support Services provided by Cerium. 1. CONTRACT PERIOD — This Agreement shall be effective the date this agreement is executed by Cerium, for the term as specified on the Contract until terminated as set forth in Section 8 of these terms. Enhanced warranty services will be coterminous with the applicable product warranty period. Post-warranty Support services will be for an initial term as specified on the attached hereof, (one (1) year minimum). Post-warranty service shall be automatically renewed for successive one(1)year terms at the charges and under the terms and conditions applicable to Cerium's standard one(1) year service agreement at the time of renewal, unless either party gives the other written notice of its intent not to renew at least thirty (30) days prior to the expiration of any initial or renewal term. Cerium can also notify you ninety(90) days in advance of the time of renewal that Service for specific Products covered under this Agreement will not be renewed. 2. CUSTOMER RESPONSIBILITIES —You agree to (i) provide the proper environment, electrical and network connections, (ii)provide access and work space, and(iii) maintain a backup procedure external to the software program(s)and host computer for reconstruction of loss or altered files, data or programs (iv) and provide a network or phone line connection to the equipment being supported at all times (v) maintain a copy of all software used on your systems. Failure by the Customer to perform these responsibilities will cause Cerium to be unable to meet its Support requirements. You are responsible for notifying Cerium of the presence of any hazardous material (e.g., asbestos) on your premises prior to the commencement of any Services. You are also responsible for removal of any such hazardous material or correction of any hazardous condition that affects Cerium's performance of Services. Services will be delayed until you remove or correct the hazardous condition; Cerium shall not be liable to you as a result of such delays. 3. WARRANTY—A. When a post-warranty service agreement exists, Cerium warrants that during the warranty period the Products will operate in accordance with the Manufacturer's Documentation. If a Product does not operate in accordance with the Documentation during the warranty period, you must promptly notify Cerium. Cerium, at the manufacturer's option, will either repair or replace that Product without charge. You have the right, as your exclusive remedy,to return that Product for a prorate refund of the purchase price or license fee if Cerium is unable to repair or replace the Product. A pending or active Cerium post-warranty service agreement is a prerequisite for this warranty coverage. B. The warranty period shall begin on the Delivery Date for Customer-installed Products. Cerium's standard warranty period will apply if none is specified. A pending or active Cerium post-warranty service agreement is a prerequisite for this warranty coverage. 4. ENHANCED WARRANTY& POST-WARRANTY SERVICE—A. Cerium will provide Services during the Contract Period in accordance with Cerium's standard specifications subject to the exclusions set forth in this Section 4. Cerium provides various Support Services dependent upon the product and option selected by the Customer and indicated on the attached. Cerium's selected Services are described in the Cerium Service Statement of Work. B. Post-warranty service includes preventive maintenance as deemed appropriate by Cerium and remedial maintenance, including replacement parts required for Products used under normal operating conditions. C. If you subsequently purchase products("Added Products")from Cerium or a third party and co-locate those products with the existing ones, those Added Products purchased from a party other than Cerium are subject to certification by Cerium at Cerium's then current rates for such certification; post-warranty service coverage will be effective immediately after Cerium certifies the Added Products. Charges for Added Products will be at the then current rate and coverage will be coterminous with the coverage for the existing Products. D. PURCHASED OR REPLACEMENT PARTS AND PRODUCTS MAY BE NEW, REMANUFACTURED OR REFURBISHED. Any removed parts and/or Products will become the property of Cerium. E. 16 of 19 DocuSign Envelope ID:BEE3726B-0B96-4B99-9F81-2BA25396092A Avaya Telephony Advanced Support Cerium CERQ#78679-2023 Enhanced Warranty and post-warranty service coverage will be in accordance with the option(s) you have selected as listed on the front of this Agreement. Cerium's standard warranty and post-warranty coverage will apply if none is specified. F. POWER SURGES — If you have ordered post-warranty service, during Cerium's warranty and post-warranty service periods, Cerium is not responsible for damage (including loss or corruption of data records) to your Products (voice, network or video products)from power surges. Cerium will assist in selecting and installing an electrical protection system that complies with the National Electrical Code if requested, any applicable local standards, and any Cerium-specified site requirements. G. Cerium may, at its discretion, electronically monitor your system for the sole purpose of collecting and recording the configuration of and the number and kinds of products in your system. Such monitoring will serve two (2) principal purposes: (1)the information will permit more accurate remote diagnostics and corrective actions; and (2) the information will be used once a year, before the renewal date of any Support Agreement, or the annual anniversary date, to determine applicable charges. Products identified in the data collection will be treated as Added Products under Section 4.C. You will cooperate with Cerium in such data collection, including making remote access available to Cerium for this purpose. 5. WARRANTY/POST-WARRANTY SERVICE EXCLUSIONS—A. EXCEPT AS STATED IN SECTION 5, CERIUM, ITS SUBSIDIARIES AND THEIR AFFILIATES, SUBCONTRACTORS AND SUPPLIERS, MAKE NO WARRANTIES EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIM ANY WARRANTY OF MERCHAN-TABILITY OR FITNESS FOR A PARTICULAR PURPOSE. B. The warranty provided in Section 3 and post-warranty service do not cover repair for damages, or malfunctions, or performance characteristics caused by: (1) use of non-Cerium furnished equipment unless certified by Cerium, software, or facilities with the Product(s); (2) your failure to follow Cerium's or the Manufacturer's installation, operation or maintenance instructions, including your failure to permit Cerium timely remote access to your Product(s); (3)failure or malfunction of equipment, software, or facilities not serviced by Cerium; (4) actions of non-Cerium personnel; or (5) force majeure conditions as stated in Section 10. Cerium does not warrant uninterrupted or error free operation of the Product(s). In addition, Cerium is not obligated to provide warranty or post-warranty service if you modify the Product(s). If you request, Cerium will perform repair or other services not covered by this Agreement to your Product(s) at Cerium's standard rates for such service. C. Although Products are designed to be reasonably secure, Cerium makes no express or implied warranty that Products are immune from or present fraudulent intrusion, unauthorized use or disclosure or loss of proprietary information. Certain features, if purchased, such as Password Reset, Conference Mailbox, Skip Password and Monitor Mailbox, when enabled, could be improperly used in violation of privacy laws. By ordering Products with these features or separately ordering such features, you assume all responsibility for assuring their proper and lawful use. D. You agree to notify Cerium prior to moving a Product. Additional charges may apply if Cerium incurs additional costs in providing warranty or post-warranty services as a result of a move of a Product. E. If the Product supports Telephony or Transmission Control Protocol/Internet Protocol (TCP/IP)facilities, you may experience certain compromises in performance, reliability and security, even when the Product performs as warranted. These compromises may become more acute if you fail to follow Cerium's recommendations for configuration, operation and use of the Product. YOU ACKNOWLEDGE THAT YOU ARE AWARE OF THESE RISKS AND THAT YOU HAVE DETERMINED THEY ARE ACCEPTABLE FOR YOUR APPLICATION OF THE PRODUCT. YOU ALSO ACKNOWLEDGE THAT, UNLESS EXPRESSLY PROVIDED IN ANOTHER AGREEMENT, YOU ARE SOLELY RESPONSIBLE FOR (1) ENSURING THAT YOUR NETWORKS AND SYSTEMS ARE ADEQUATELY SECURED AGAINST UNAUTHORIZED INTRUSION, AND (2) BACKING UP YOUR DATA AND FILES. 6. PRICE AND PAYMENT—A. Payment of invoices is due within thirty(30)days from the invoice date. Delinquent payments on any undisputed balance are subject to a late payment charge of the lower of one and one-half percent(1.5%) per month or portion thereof, or the maximum amount allowed by law. Restrictive endorsements or other statements on checks will not apply. You agree to reimburse Cerium for reasonable attorneys' fees and any other costs associated with collecting delinquent payments. 17 of 19 DocuSign Envelope ID:BEE3726B-0B96-4B99-9F81-2BA25396092A Avaya Telephony Advanced Support Cerium CERQ#78679-2023 B. You shall pay taxes levied upon the sale, transfer of ownership, installation, license or use of Products or Services unless you provide Cerium with a tax exemption certificate. Excluded are taxes on Cerium's net income. 7. EXCLUSIVE REMEDIES AND LIMITATIONS OF LIABILITY — A. THE ENTIRE LIABILITY OF CERIUM AND ITS SUBSIDIARIES, AFFILIATES AND SUBCONTRCTORS, (AND THE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUBCONTRCTORS AND SUPPLIERS OF ALL OF THEM) AND YOUR EXCLUSIVE REMEDIES FOR ANY DAMAGES CAUSED BY ANY PRODUCT DEFECT OR FAILURE, OR ARISING FROM THE PERFORMANCE OR NON- PERFORMANCE OF ANY WORK OR SERVICE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE SHALL BE: (1) FOR FAILURE OF PRODUCTS DURING THE WARRANTY PERIOD, THE REMEDIES STATED IN SECTION 3; (2) FOR CERIUM'S FAILURE TO PERFORM ANY MATERIAL TERM OF THIS AGREEMENT (E.G., CERIUM'S POST-WARRANTY SERVICE OBLIGATIONS), YOU MAY CANCEL THIS AGREEMENT WITHOUT INCURRING CANCELLATION CHARGES IF CERIUM FAILS TO CORRECT SUCH FAILURES WTIHIN THIRTY (30) DAYS OF RECEIPT OF YOUR WRITTEN NOTICE; (3) FOR DAMAGES TO REAL OR TANGIBLE PERSONAL PROPERTY OR FOR BODILY INJURY OR DEATH TO ANY PERSON FOR WHICH CERIUM'S SOLE NEGLIGENCE WAS THE PROXIMATE CAUSE, YOUR RIGHT TO PROVEN DAMAGES TO PROPERTY OR PERSON; AND (4) FOR CLAIMS OTHER THAN SET FORTH ABOVE, CERIUM'S LIABILITY SHALL BE LIMITED TO PROVEN DIRECT DAMAGES IN AN AMOUNT NOT TO EXCEED THE PRICE OF SERVICE GIVING RISE TO THE LIABILITY OR $100,000, WHICHEVER IS LESS. B. EXCEPT TO THE EXTENT PROVIDED IN SUBSECTION 7.A(3), CERIUM SHALL NOT BE LIABLE FOR THE FOLLOWING TYPES OF DAMAGES: (1) INDIRECT OR INCIDENTAL DAMAGES,AND(2) SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO: LOST PROFITS, SAVINGS OR REVENUES OF ANY KIND, LOST, CORRUPTED, MIS-DIRECTED OR MISAPPROPRIATED DATA OR MESSAGES; AND CHARGES FOR COMMON CARRIER TELECOMMUNICATION SERVICES OR FACILITIES ACCESSED THROUGH OR CONNECTED TO PRODUCTS ("TOLL FRAUD"). CERIUM SHALL NOT BE LIABLE FOR THE TYPES OF DAMAGES ENUMERATED ABOVE WHETHER OR NOT CERIUM HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES. THIS PARAGRAPH SHALL SURVIVE THE FAILURE OF ANY EXCLUSIVE REMEDY. 8. CANCELLATION/TERMINATION—A. Prior to the commencement of post-warranty service,you may cancel coverage and receive a full refund of any prepaid amount. After commencement of any initial or renewal term of post-warranty service,you may terminate Service coverage upon thirty(30)days written notice. If you provide notice of your intent to terminate during the first thirty (30) days of coverage, you will only be responsible for the charges for the period of coverage up until the effective date of termination. After the first thirty (30) days of coverage, you may provide notice to terminate the Agreement subject to a termination charge equal to the monthly charges for twelve (12) months or the period remaining, whichever is less. For prepaid agreements, Cerium will refund or credit the pro rata price of the remaining term less the applicable termination charge. B. If you fail to perform any material term or condition of this Agreement (e.g., fail to pay any charge when due) and such failure continues for thirty (30) days after receipt of written notice, you shall be in default and Cerium may terminate this Agreement and exercise any available rights. Upon termination by Cerium, you shall be liable for cancellation and/or termination charges and any other applicable charges. 9. DISPUTES —A. Any controversy or claim, whether based on contract, tort, strict liability, fraud, misrepresentation, or any other legal theory, related directly or indirectly to this Agreement("Dispute") shall be resolved solely in accordance with the terms of this Section 9. B. If a Dispute arises, the parties will endeavor to resolve the dispute through good faith negotiation within seventy-five (75) days of notification of the Dispute. C. Any Dispute you have against Cerium with respect to this Agreement must be brought in accordance with this Section 9 within thirty (30) days after the cause of action arises. 18 of 19 DocuSign Envelope ID:BEE3726B-0B96-4B99-9F81-2BA25396092A Avaya Telephony Advanced Support Cerium CERQ#78679-2023 10. FORCE MAJEURE — Cerium shall have no liability for delays, failure in performance or damages due to: fire, explosion, power failures, pest damages, lightning or power surges (except as provided in Section 4.F), strikes or labor disputes, water, acts of God, the elements, war, civil disturbances, acts of civil or military authorities or the public enemy, inability to secure raw materials, transportation facilities, fuel or energy shortages, performance or availability of communications services or network facilities, unauthorized use of the Products, or other causes beyond Cerium's control whether or not similar to the foregoing. 11. ASSIGNMENT— Neither party may assign this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld. However, Cerium may assign this Agreement to a present or future affiliate, subsidiary, successor or distributor or may assign its right to receive payment without your consent. Further, such consent shall not be required if Customer assigns this Agreement to an affiliate, subsidiary, or in connection with a merger, acquisition, or sale of all or substantially all of its assets. 12. SUBCONTRACTING — Cerium may subcontract work to be performed under this Agreement, but shall retain responsibility for the work. 13. GENERAL —A. Any supplement, modification or waiver of any provision of this Agreement must be in writing and signed by authorized representatives of both parties. B. If either party fails to enforce any right or remedy available under this Agreement, that failure shall not be construed as a waiver of any right or remedy with respect to any other breach or failure by the other party. C. You certify that the Services acquired hereunder are intended for your use in the ordinary course of your business and not for the purpose of resale. D. This Agreement shall be governed by the local laws (as opposed to the conflict of law provisions) of the State of Washington. The proper venue of any action would be in the state and federal courts located in Yakima County. E. THIS AGREEMENT IS THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE PRODUCTS AND SERVICES PROVIDED HEREUNDER AND SUPERSEDES ALL PRIOR AGREEMENTS, PROPOSALS, COMMUNCIATIONS BETWEEN THE PARTIES AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL. CITY OF YAKIMA By: ; �/ ,:f``; \ in a►mac k •De)g--3 (Authorized Customer Representative's Signature) (Date) 19 of 19