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AVAYA, INC. - PRIMARY PHONE SYS. MAINT. SUBSCRIPTIONA CONTRACT AWARD SHEET INSTRCUTIONAL GUIDE TO ASSIST YOU WITH THE INFORMATION CONTACINED HEREIN IS AVAILABLE IN THE PURCHASING SECTION OF OUR WEBPAGE AT: www.hialeahfl.gov CITY OF HIALEAH CONTRACT AWARD PURCHASING DEPARTMENT CITY OF HIALEAH CONTRACT: SUBSCRIPTION LICENSING FOR PRIMARY PHONE SYSTEM MAINTENANCE DESCRIPTION: CITY’S PRIMARY PHONE SYSTEM’S MAINTENANCE SUBSCRIPTION CONTRACT PERIOD: EFFECTIVE 11/01/2023 - 10/31/2028 SECTION #1 – VENDOR AWARD Name: AVAYA, LLC Name: Contact: Contact: Phone: Phone: Fax: Fax: E-mail:E-mail: Name: Name: Contact: Contact: Phone: Phone: Fax: Fax: E-mail:E-mail: SECTION #2 – AWARD/BACKGROUND INFORMATION/APPLICABLE ORDINANCES/NOTES CITY COUNCIL APPROVED ON: 12/12/2023, ITEM Q AMENDED AMOUNT: RESOLUTION NO: 2023-199 INSURANCE REQUIREMENTS: ANNUAL CONTRACT AMOUNT: $214,384.80 PERFORMANCE BOND: APPLICABLE ORDINANCES: Notes: SECTION #3 – REQUESTING DEPARTMENT CITY OF HIALEAH, DEPARTMENT OF INFORMATION TECHNOLOGY Contract Administrator: RICARDO SUAREZ Phone: 305-883-8051 SECTION #4 – PROCURING AGENCY CITY OF HIALEAH, DEPARTMENT OF INFORMATION TECHNOLOGY Contract Administrator: RICARDO SUAREZ Phone: 305-883-8051 Prepared by: MARILIN GUTIERREZ ITEM #_G------i!!~-NOV 2 7 2023 DEC 12 2023coUNCIL AGENDA ITEM REQUEST FORM OFFICE OF MANAGEMENT & BUDGET This form, letter from the department head addressed to the Mayor and City Council, as well as supporting documents, are due the Monday of the week prior to the City Council Meeting. Dat e of Request: Req uestin g City Departm ent: Requested Council Meeting Date: Act ion Requested from th e City Council: Scope of service(s) or product(s): Ve n dor : Ex p enditure Amount: 11/27/2023 Information Technology 12/12/2023 fit Iss u e a purch ase order D Increase a purchase o rder D Award a bi d □ Bid No. D Reject a bid 0 Bi d No. D Specia l Ev ents Pe rmit D Street Closure D Other: City's Primary Phone System 's Maintenance Subscription Avaya LLC {VN: 22863} $54,879.9 6 including software and hardware Funding Source (i.e., account funding the expenditure): Purchasing Process: ,\ vaya pg. 2 of 3 001.0201.519.462 D Competitive Bidding D An exception to competitive bidding applies: D Professional services in the nature of consult ants, accountants and attorneys D Sole source provider D Emergency based on object facts D Credit facilities D Competitive bidding is not required because the City is utilizing a bid that has been awarded or under contract by state, county or other governmental agencies. Title of state, county or other governmental agencies contract: I □ Piggy-back contract expiration date~ 'tt Waive Competitive Bidding D □ Reason(s) it is not advantageous to the City to utilize competitive bidding : Signatures: r of Finance Management Avaya pg . 3 o f 3 Esteban Bovo, Jr. Mayor Jesus Tundidor Council President Monica Perez Council Vice-President November 27, 2023 Honorable Mayor Esteban Bovo And City Council Members City of Hialeah 50 1 Palm Avenue Hialeah, FL 33010 City of Hialeah RE: Avaya Sub scription -City Ph one System D ear Mayor Bovo and Council members: Council Members Bryan Calvo Angelica Pacheco Monica Perez Luis Rodriguez Carl Zogby The Information Technology D epartment respectfully requests to waive competitive bidding as i t is advantageous to the City to obtain a 40% discount when we go from perpetual licensing to a subscription based pl an and authorize the opening of a purchase order to Avaya (VN #22863) for a five year agreement totaling S2 14,384.80 (to be paid annually), for the City's primary phone system's maintenance, services, and support. There is no contract available for a five-year term to piggyback from. The ftrst year's payment will be $54,879.96 including software and hardware. The agreement with Avaya will be processed through Converge One, Inc. (VN # 20041), with the payment being made directly to Avaya. Funding for this request will come from the Information Technology's Repair and Maintenance account for Fis cal Year 2024: 001.0201.519.462. d ConvergeOne, Inc., are active corporations in good standing in the State of Florida. ~DISAPPROVED APPROVED 501 Palm Avenue, Hialeah, Florida· 33010-4719 www.hialeahfl.gov AVAYA Retail Template Version: V1 .1_20200727 Generated Date: 20230922 Customer Order Form Customer Name: CITY OF HIALEAH Customer Main Location Sold To Number: 0005028945 Payer Number: 0102143172 Street Address: 501 PALM AVE City: HIALEAH State: FL Zip: 33010-4719 Customer Contact Name: Rick Suarez Telephone#: 308-553-8051 Email Address: RSuarez@hialeahft.gov Quote Information Quote Number AUS7025JFH Parent Quote Number AUS7025JFG Start Date 01-Nov-2023 Currency USO Additional Information -. Avaya Comments Quote Summary .. , Offer Estimated 1s t Subsequent Invoice Total Contract Value Invoice Va lue Value (TCV) Solution Total 42 ,876.96 42,876 .96 214,384.80 Avaya Subscription Licensing Supplement Total 42,876.96 42,876.96 214,384.80 Support Advantage Support Agreement Supplement Total 0.00 0.00 0.00 Offer Description Links Offer Type Service Oescription(s) Avaya Subscription Licensing Supplement b!tgs://downloads .avaya.com/css/aggmanager/css/P8Secure/documents/10 10631 29 Support Advantage Support Agreement Supplement httgs://downloads .avaya .com/css/ar:mmanager/css/P8Secure/documents/1010627 43 Terms and Conditions The following terms (collectively. the applicable "Terms") appl y to purchases made under this Order. SLSA Avaya's Software License & Services Agreement including any Order https://download.avaya.com/css/public/documents/101080419 Specific Terms as mentioned in the SLSA and appl icable to the Order Service Description The Service Descriptions mentioned above This order is subject to . and incorporates by reference. the applicable Terms in effect as of the date of the Order, unless (i) Customer ha s a written master agreemen t executed by Avaya for such products and services, in which case such written master agreement wil govern as to those products and services, and (ii) otherwise set forth herein , including in the special terms section. Services may require online registration to be activated. Amounts are exclusive of app licable Taxes, fees and/or shipping costs < Customer S ignature - Customer signature below confirms Customer's agreement to the Terms and Conditions. Customer Company Name: l c 1TY OF H IALEAH Authorized Signature: Typed Name: !Date: I Street Address: 501 PALM AVE Citv: HIALEAH l state: IFL l zip: '3301 0-4719 Avaya Signature . Authorized Signature: Typed Name: I Date: I E mail Addr ess: Partner Compan• r Partner Preparer Company N ame: ConvergeOne, I nc. Name: Manny Santana Street Address: -10900 Nesbitt Avenue South Telephone#: 954-239-1069 C ity: Bloomi ngton Email Address: msantana@convergeone.com State: MN I Zip: l ss437 Main Telephone# 888-321-6227 Avaya Siebel ID: 539 D istributor Comoanv Distributo r Sales Associate Company N ame: ScanSource Inc. Name: C1 Scansource Team Street Addr ess: 6 Logue Court Telephone#: 800-790-2029 City: Greenville Email Address: c1 .team @scansource.com State: SC I Zip: 129615 Main T elephone# 800-790-2029 Avaya Siebel I D: 369 Summ ary By Location Quote Reference Service E stimated 1 s t Subsequent T otal Payer# Location Number L ocation Addr ess L ocation Name Contract N umber Term I nvoice Val ue I nvoice Value Val ue (T CV) AUS7025JFG 0102143172 0005028945 501 PALM AVE. HIALEAH. FL, 501 Palm 5028945 60 42,876.96 42,876 .96 214,384.80 33010-4719 AUS7025JFJ 0102143172 0005098844 5555 E 8TH AVE. HIALEAH . 5555 E 8th 0.00 0.00 0.00 FL. 33013 5098844 60 I Total 42,876.981 42,876.961 214,384.8~ Coverage Summary by Location Location Location Service Payment Estimated 1st Subsequent Total QRN Payer# Location Address Coverage Contract Number Name Term Term Invoice Value Invoice Value Value (TCV) 501 PALM AVE. 501 Palm SA AUS7025JFG 0102143172 0005028945 HIALEAH. FL, 33010-5028945 60 PREF+UA Annual 42,876.96 42,876.96 214,384.80 4719 501 PALM AVE, 501 Palm SASW 0102143172 0005028945 HIALEAH, FL, 33010-5028945 60 PREF+UA Annual 0.00 0.00 0.00 4719 501 PALM AVE, 501 Palm SASW 0102143172 0005028945 HfALEAH, FL, 33010-5028945 60 PREF+UA PrePay 0.00 0.00 0.00 4719 AUS7025JFJ 0102143172 0005098844 5555 E 8TH AVE, 5555 E 8th 60 SASW Annual 0.00 0.00 0.00 HIALEAH, FL, 33013 5098844 PREF+UA 0102143172 0005098844 5555 E 8TH AVE, 5555 E 8th 60 SASW PrePay 0.00 0.00 0.00 HIALEAH. FL, 33013 5098844 PREF+UA 42,876.961 42,s1s.~I 214,384.a<>I Location Detail L.o~tlon Name: 501 Palm 5028945 I loca,ion ID: ~005028~5 Material Code Qty Description Service Coverage ID Coverage Type Billing Extended Estimated 1st Term Frequency Price Invoice Value 352444 1 SA PREFER SUPT UPG sac R10 TRACKING 60 555 SA SW PREF+UA pp 0.00 0.00 352445 1 SA PREFER SUPT UPG SM R10 TRACKING 60 555 SASWPREF+UA pp 0.00 0.00 352443 1 SA PREFER SUPT UPG CC R10 TRACKING 60 555 SA SW PREF+UA pp 0.00 0.00 352442 1 SA PREFER SUPT UPG AURA R10 TRACKING 60 555 SA SW PREF+UA pp 0.00 0.00 352625 1 SA PREFER SUPT UPC ASP 130 RS TRACKING 60 555 SA SW PREF+UA AN 0.00 0.00 405793 2 3RD P/>RTY CTI LICENSE FIXED SUBS ADJ LP 60 537 SAPREF+UA AN 4.08 48.96 405418 50 UC CORE LICENSE FIXED SUBS ADJ LP 60 537 SAPREF+UA AN 337.00 4,044.00 405418 800 UC CORE LICENSE FIXED SUBS ADJ LP 60 537 SAPREF+UA AN 3,232.00 38,784.00 413032 2 ASP 130 R4 UPGRADE TO R5 ESXI R7 .X UC:OS 384961 1 ASP MOOEl NEW MODa 232282 1 SUPPORT NJVANrAGE MODEL 232253 1 SUPPORT MJVANrAGE COMMUNICATION MANAGER MODEL 184716 1 CM 58700 MULTI CONNECT MODEL UPGRADE 185446 1 AVAYA COMMUNICATIONS SOLUTION 185448 1 AVAYA COMMUNICATIONS SOLUTION Code Qty Description Estimated 1st Subsequent Total Contract Coverage Service Bnllng Invoice Value Invoice Value Value ID Term Frequency Summary Support Advantage 352444 1 SA PREFER SUPT UPG sec R10 TRACKING 0.00 0.00 0.00 555 60 pp 352445 1 SA PREFER SUPT UPO SM R10 TRACl<ING 0.00 0.00 0.00 555 60 pp 352443 1 SA PREFER SUPT UPG CC R10 TRACKING 0.00 0.00 0.00 555 60 pp 352442 1 SA PREFER SUPT UPG AURA R 10 TRACKING 0.00 0.00 0.00 555 60 pp 352625 1 SAPREFERSUPT UPGMP t30RSTRACKING 0.00 0.00 0.00 555 60 AN Total Summa,y Support Advantage 0.00 0.00 0.00 Summary Software Subscription 405793 2 3RD PARTY en LICENSE FIXED SUBS M)J LP 48.96 48.96 244.80 537 60 AN 405418 50 UC CORE LICENSE FIXED SUBS ADJ LP 4,044.00 4,044.00 20,220.00 537 60 AN 405418 800 UC CORE LICENSE FIXED SUBS ADJ LP 38,784.00 38,784.00 193,920.00 537 60 AN Total Summa,y Sollware Subscription 42,876.96 42,876.96 214,384.80 Location Total 42,876.96 42,876.96 214,384.80 ttatiit•1a~1~· • ~~1wsri:ill.~~1r'l;."a i, •· • • • ---~ • t. .... ,P.: ~t\m., ,--!,1q1,1·-... ~ •·.;i.il·l!i ..... i~ft., -. :(. ')) ~'tl-<..· . ... • • ,. ··-' . • ,'ii, ... '.m~-~:ffetW.~:i~t~.:,'l1f1:v1,1:JJni{:~~rvrf:~:~tr•if~f$,~·· ~~~1(1.f.,)'i.11.iwtr:;~r.:r~r:fi1;~i11i:.'I ~·12~•-t,"'i·l~m,;ms.1• 1't~-rr; fU:it} .. ,,.;.~~~;~f:~f;~,~~l;~~~~-!! ~fj:~:f.!.i:;~l~-!·1~--.,1~;nr;.:;tt~Yt~;.-t~,/).(i,1~ .. ~IilJ,-!~:.)~I~1~J~~ $lt.-•. , -~~ ,1-../J.i ·,.. ,·. -~~ :swi;: Material Code Qty Description Service Coverage ID Coverage Type Billing Extended Estimated 1st Tenn Frequency Price Invoice Value 352625 1 SA PREFER SUPT UPG /.SP 130 R5 TRACKING 60 555 SA SW PREF+UA AN o.oo 0.00 352341 1 SUPT ADV PREFERRED REMOTE SITE TRACKING AURA R 10 60 555 SA SW PREF+UA pp 0.00 0.00 413032 1 ASP 130 R4 UPGRADE TO RS ESXI R7.X UC:OS 364961 1 ASP MOOEL NEW Maa:L 185446 1 AVAYA COMMUNICATIONS SOLUTION Code Qty Description Estimated 1st Subsequent Total Contract Coverage Service Billing Invoice Value Invoice Value Value ID Term Frequency Summary Support Advantage 352625 1 SA PREFER SUPT UPG ASP 130 RS TRACKING 0.00 0.00 0.00 555 60 AN 352341 1 SUPT ADV PREFERRED REMOTE SITE TRACKING AURA RIO 0.00 0.00 0.00 555 60 PP Tolal Summa,y Support Advant11ge 0.00 0.00 0.00 Location Total 0.00 0.00 0.00 AVAYA Retail Template Version: V1 .1_20200727 Generated Date: 202 31005 Customer Order Form ~ . -· Customer Name: CITY OF HIALEAH Customer Main Location - Sol d To N umber: 5028945 I Payer Number: 10102143172 Street Address: 501 PALM AVE Citv: HIALEAH I State: I FL I zip: 133010-4719 Customer Contact - Name: Rick Teleph o n e#: 305-883-8051 Email Address: rsua rez@hialeahfl.gov Quote Informatio n Quote Number SUS7026724 Parent Quote Number SUS7026724 I Start D ate I 01 -Dec-2023 Curre ncy USO Unique Approval Identifier 744616 SUS7026724 Additional Information Avaya Comments Quote Summary ' Offer Es timated 1st Subsequent I nvoice T otal Contr act Val ue Invoice Val ue Value (TCV) Solution T otal 12,003.00 0.00 12,003.00 Support Advantage Support Agreement S upple m e nt Total 0.00 0 .00 0 .00 Support Advantage Pa rts and Onslte Support Total 9,603.00 0.00 9,603 .00 Others Total 2,400.00 0.00 2,400.00 Offer Description Links Offer Type Service D escription(s) Support Advantage Support Agreement Supplement h tt11s: //downloads. ava¥a com/css/a1111manager/css/P 8Secure/documents/1 010627 4 3 Support Advantage Parts and Onsite Support httQs://downloa ds ava¥a.com/cssta1111manager/css/P8Sec ure/documents/10 1062739 Terms and Conditions The following terms (col lective ly. the applicable "Terms"} apply to purchases made under this Order. SLSA Avaya's Software Licen se & Services Agreement including any Order htt psJ/download.avaya.com/css/public/document s/101080419 Specific Terms as mentioned in the SLSA and applicabl e to the Order Service Description The Service Descriptions mentioned above This order is subject to, and incorporates by reference, the applicable Terms in effect as of the date of the Order, unless (i) Customer has a written master agreement executed by Avaya for such products and services, in which case such written master agreement will govern as to those products and services, and (ii) olhen.vise set forth herein, including in the special terms section. Services may require online registration to be activated. Amounts are exclusive of applicable Taxes, fees and/or shipping costs Customer Signature Customer signature below confirms Custome(s agreement to the Terms and Conditions. Customer Company Name: lcrrv oF HIALEAH Authorized Signature: Typed Name: loate: I Street Address: 501 PALM AVE Citv: HIALEAH lstate: IFL IZip: 133010-4719 Avava Slanature Authorized Signature: Typed Name: Email Address: Partner Comoanv Company Name: CONVERGEONE Street Address: 10900 NESBITT AVES City: BLOOMINGTON State: MN Main Telephone# 800-431-1333 Avaya Siebel ID: Distributor Comoanv Company Name: SCANSOURCEINC Street Address: 8650 COMMERCE DR STE 100 City: SOUTHAVEN State: MS Main Telephone# 800-790-2029 Avaya Siebel ID: Summa~ By Location Quote Reference Number SUS7026724 SUS7026725 Total Payer# Location Number 0102143172 5028945 0102143172 5098844 Coverage Summary by Location lss437 IZip: Location Address loate: Partner Preparer Name: Gladys Lozada Telephone#: 305-505-7282 Email Address: glozada@convergeone.com Distributor Sales Associate Name: Telephone #: Email Address: Location Name C1 Maint Team 800-790-2029 c1 maint@scansource.com Service Term Estimated 1st Invoice Value 501 PALM AVE, HIALEAH, FL, CITY OF HIALEAH 12 33010-4719 6,744.00 5555 E 8TH AVE, HIALEAH, FL, 33013 CITY OF HIALEAH 12 5,259.00 12,003.00 QRN Payer# Location Number Location Address Location Name Service Term Coverage Payment Term Estimated 1st Invoice Value I Subsequent Invoice Value 0.00 0.00 0.00 Subsequent Invoice Value Total Contract Value (TCV) 6,744.00 5,259.00 12,003.00 Total Contract Value (TCV) 501 PALM AVE, CITYOF Onsite SUS7026724 0102143172 5028945 HIALEAH, FL, 33010-HIALEAH 12 Support-pp 5,544.00 0.00 5,544.00 4719 24x7x4 hours 501 PALM AVE, CITYOF SA Preferred 0102143172 5028945 HIALEAH, FL, 33010-HIALEAH 12 + Upgrade pp 0.00 0.00 0.00 4719 Advantage 501 PALM AVE, CITYOF Terminal 0102143172 5028945 HIALEAH, FL, 33010-HIALEAH 12 Replacement pp 1,200.00 0.00 1,200.00 4719 5555 E 8TH AVE, CITYOF Onsite SUS7026725 0102143172 5098844 12 Support-pp 4,059.00 0.00 4,059.00 HIALEAH, FL, 33013 HIALEAH 24x7x4 hours 5555 E 8TH AVE, CITYOF SA Preferred 0102143172 5098844 HIALEAH, FL, 33013 HIALEAH 12 + Upgrade pp 0.00 0.00 0.00 Advantage 0102143172 5098844 5555 E 8THAVE. CITY OF 12 Terminal pp 1,200.00 0.00 1,200.00 HIALEAH, FL, 33013 HIALEAH Replacement I Total 12,003_001 o.ool 12,003.001 Location Detail Location Name:· CITY OF HIALEAH I • fLocationlD:5028945 Material Code Qty Description Service Coverage ID Coverage Type Billing Extended Estimated 1st Term Frequency Price Invoice Value 344345 1 SA PREF REMOTE SITE TRKG AURA R8 12 555 Kemote I raaang Code -pp 0.00 0.00 Preferred Sunnnrt 229812 2 SAHW CM TeRMINALS RPLCMNT NSO 1YPP 12 Terminal Replacement pp 100.00 1,200.00 230222 2 SA ON-SITE 24X7 CM LG GTWV 1YPP 12 405 Onsile Support -24x7x4 pp 214.50 2,574.00 hoors 700394950 2 GGSO MEDIA GATEWAY RHS 346229 4 SA PREF ASP VM R4 STD SW 1YPP 12 555 15A Prererred + Upgrade pp 0.00 0.00 Advantaae 384940 4 ASP R4 VM STD SW 255851 2 SA ON-SITE 24X7 APPL MED SRV R2D 1YPP 12 405 Onsite Support -24x7x4 pp 247.50 2,970.00 hours 700514098 2 ASP 130 DELL R640 SRVR P3 BUNDLE Code Qty Description Estimated 1st Subsequent Total Contract Coverage Service Billing Invoice Value Invoice Value Value ID Tenn Frequency Summary Support Advantage 344345 1 SAPREFREMOTESITETRKGAURAR8 0.00 0.00 0.00 555 12 pp 229812 2 SA HW CM TERMINALS RPLCMNT NBD 1VPP 1,200.00 0.00 1,200.00 12 pp 230222 2 SA ON-SITE 24X7 Ct.1 LG GTWV tYPP 2,574.00 0.00 2,574.00 405 12 pp 346229 4 SA PREF ASP VM R4 STD SW 1YPP 0.00 0.00 0.00 555 12 pp 255851 2 SA ON-SITE 24X7 APPl MED SRV R2D 1 YPP 2,970.00 0.00 2,970.00 405 12 pp Tofil Summary SUppgrt Advantage 6,744.00 0.00 6,744.00 Location Total 6,744.00 0.00 6,744.00 Location Name: CITY OF HIALEAH I f Location ID: 5098844 Material Code Qty Description Service Coverage ID Coverage Type BIiiing Extended Estimated 1st Tenn Frequency Price Invoice Value 255851 1 SA ON.srrE 24X7 APPL MED SRV R2D IVPP 12 405 1unsite ;:,uppon-24x7x4 pp 123.75 1,485.00 hours 700514098 1 ASP 130 DELL R840 SRVR P3 BUNDLE 229812 2 SA HW CM TERMINALS RPLCMNT NBD 1YPP 12 Tenninal Replacement pp 100.00 1,200.00 230222 2 SA ON-SITE 24X7 CM LG GTWV 1YPP 12 405 Onsile S~pctt -24x7x4 pp 214.50 2,574.00 hours 700394950 2 G850 MEDIA GATEWAY RHS 346229 2 SA PREF ASP VM R4 STD SW 1YPP 12 555 1.:,f\ Prererraa + upgrade pp 0.00 0.00 Advantaae 384940 2 ASP R4 VM STO SW Code Qty Description Estimated 1st Subsequent Total Contract Coverage Service Billing Invoice Value Invoice Value Value ID Term Frequency Summary Support Advantage 255851 1 SA ON-5ITE 24X7 APPL MED SRV R2D IYPP 1.485.00 o_oo 1,485.00 405 12 pp 229812 2 SA HW CM TERMINALS RPLCMNT NBD 1YPP 1,200.00 o_oo 1,200.00 12 pp 230222 2 SA ON-SITE 24X7 CM LG GlWY 1YPP 2,574.00 0.00 2,574.00 405 12 pp 346229 2 SA PREF ASP VM R4 STD SW IVPP 0.00 0.00 0.00 555 12 pp Tola! Summa,y Support Advanlogo 5,259.00 0.00 5,259_00 Location Total 5,259.00 0.00 5,259.00 10/26/23, 4:~3 PM Detail by Entity Name EXHIBIT "B" ~r>artment of S tate / Division of Corn.2.raJjon;j I Search Records / ~..Enli!Y~ / Detail by Entity Name Foreign Limited Liability Company AVAYALLC Elling Information Document Number FEI/EIN Number Date Filed State Status Princ(P.al Address M23000013066 22-3713430 10/10/2023 DE ACTIVE 350 MOUNT KEMBLE AVENUE MORRISTOWN, NJ 07960 Mfilli.□g Address 350 MOUNT KEMBLE AVENUE MORRISTOWN, NJ 07960 ~gjstered Agent Name & Address C T CORPORATION SYSTEM 1200 SOUTH PINE ISLAND ROAD PLANTATION, FL 33324 Authorized Per son(s)J!.e1fill Name & Address Title MBR AVAYA HOLDINGS CORP. 350 MOUNT KEMBLE AVENUE MORRISTOWN, NJ 07960 Annual Rep~ No Annual Reports Filed Document lmagruz 10/10/2023 •· Foreign Limited View image in PDF formal _J DI V I S ION OF COt<P OR1\T I O IIS https ://search.sunbiz.org/lnquiry/CorporalionSearch/SearchResultDetail?inquirytype=EntilyName&directionType=lnilial&searchNameOrder=AVAYA M... 1/2 10/26/23, 4:23 PM Detail by Entity Name htt~s://search.sunbiz.org/lnquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=lnitial&searchNameOrder=AVAYA M... 2/2 001 General Fund Fund Fiscal Yea r: 2024 Acco unt Perce nt A~11ro riated 00 1.0201.519462 J % 2-17, 000. 00 REPAIR & MAINT -EQUIPMENT 247,000.00 Total for (2) Operati ng Expenses 247,000.00 247,000.00 Total expenses 0201 (Fund 001) IT-Information Technolog Total Expenses for F und 001 001 General Fw1d Fund 247,000.00 247,000.00 247,000.00 247,000.00 Fund Totals $247,000.00 Revenu e/Expenses Ba lance: 00 I Gen eral Fund Fund Tri a l Ba lan ce - Expen ded 1,424.5 0 1,424.50 1,424.50 1,424.50 Sl,424.50 Sl ,424.50 Expen ses Encumbered 12,165.50 12 ,165.50 12,165.50 12,165.50 $12,165.50 Trial Ba lance - Balance Last Date 233 ,410.00 1 1/27/2023 233,410.00 233 ,410.00 233,410.00 Expenses $233,410.00 233,410•00 + 54,879•96 - 178,530•04 * Printed : 11/27/2023 Page: 2 RESOLUTION NO. -------- RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF HIALEAH, FLORIDA, WAIVING COMPETITIVE BIDDING; AND AUTHORIZING THE MAYOR OR HIS DESIGNEE AND THE CITY CLERK, AS ATTESTING WITNESS, ON BEHALF OF THE CITY; TO ISSUE A PURCHASE ORDER TO AVA YA LLC. F/K/A AVA YA, INC., IN THE AMOUNT NOT TO EXCEED $214,384.80, FOR THE PURCHASE OF A FIVE-YEAR SUBSCRIPTION AGREEMENT FOR THE CITY'S PRIMARY PHONE SYSTEM'S MAINTENANCE, SERVICES, AND SUPPORT, AND IN SUBSTANTIAL CONFORMITY WITH THE AGREEMENT ATTACHED HERETO AND MADE A PART HEREOF AS "EXHIBIT A", AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, pursuant to Section 2-816 of the City of Hialeah Code of Ordinances, when impractical or not advantageous to the City, competitive bidding may be waived; and WHEREAS, the City of Hialeah Information Technology Department is responsible for the City's primary phone system maintenance, inclusive of all municipal phones, and has the defined need for these professional services; and WHEREAS, the City of Hialeah Information Technology Department is recommending a bid waiver to the City as serving the best interests of the City in this instance; and WHEREAS, Avaya LLC. formerly known as Avaya Inc. ("AVAYA"), provides the professional phone system maintenance, support and services needed; and WHEREAS, the City finds it is in the City's best interest to waive competitive bidding to issue a Purchase Order, and/or multiple Purchase Orders, totaling not more than $214,384.80, which represents a significant discount from market prices to AV A YA, (VN #22863) who is a Foreign Limited Liability Company authorized to do business in Florida and to undertake the purchase of this five-year subscription agreement for the phone system maintenance, supplies, and services when advantageous to the City; and RESOLUTION NO. ------ Page No. 2 WHEREAS, AV A YA is an active incorporated business entity in good standing in the State of Florida, see attached "Exhibit B"; and WHEREAS, AV A YA has provided quotes of $214,384.80 for above referenced phone system maintenance, supplies, and services; and WHEREAS, the agreement with AV A YA will be processed through CONVERGEONE, INC., VN #20041, unless the City terminates service with CONVERGEONE INC., and with the payment being made directly to AV A YA; and WHEREAS, funding for this project will be from account #001.0201.519.462 (Information Technology's Repair and Maintenance Account); and WHEREAS, the City finds it is advantageous to the City and in the best interest, health, and welfare of the community to waive competitive bidding as specified above. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF HIALEAH, FLORIDA, THAT: Section 1: The foregoing facts and recitations contained in the preamble to this resolution are hereby adopted and incorporated by reference as if fully set forth herein. Section 2: The City of Hialeah, Florida hereby waives competitive bidding, and authorizes the Mayor or his designee and the City Clerk, as an attesting witness, on behalf of the City to issue a Purchase Order, and /or multiple Purchase Orders, to AV A YA in the total amount not to exceed $214,384.80, payable annually as agreed by the City and AVA YA, for the purchase of a five-year subscription agreement for maintenance, services, and support, and authorizing the Mayor or his designee to execute such other procurement documents as are needed to implement this Resolution. RESOLUTION NO. ____ _ Page No. 3 Section 3: This resolution shall become effective w hen approved by majority vote of the City Council and signed by the Mayor or at the next regularly scheduled City Council meeting, if the Mayor's signature is withheld or if the City Council overrides the Mayor's veto. PASSED AND ADOPTED this __ day of _________ , 2023. Jesus Tundidor Council President Attest: Approved on this __ day of ________ , 2023. Marbelys Fatjo, City Clerk Mayor Esteban Bovo, Jr. Approved as to legal sufficiency and as to form: S:\RAF AEL SU AREZ-RIVASIA SSIGNMENTS\2023\A -2023-36S ( I 0) RESO-Piggyback for A VAY A (S214.384.80)\FINAL DRAFT -RES O-BIDW AIVER ·AVA Y A.docx EXHIBIT "A" AVAYA ~ TermScout Certified Contract IAVAYAI Avaya: Software License and Services Agreement This contract hos boon corofully rovlowed and cortlfiod BoloncocJ by TermScout. on Independent contract rating company. Software License & Services Agreement General Terms This Software License and Seivice Agreement, including the applicable Order Specific Terms (defined below), ( the "SLSA"), and the offer documentation that are incorporated herein by reference, govern the purchase, provision, and use of the Se,vices and Products. Capitalized tenns have the meaning set out in Section 15 of the General Terms. or in the Order Specific Terms, as applicable. ORDER SPECIFIC TERMS I The terms for the offer types listed below and attached to these General Terms ("Order Specific Terms" or "OSTs") apply to the Order for the relevant Products and Services included in the Order: o Products and Subscription Licenses o Professional Serv ices o Support & Managed Services o Cloud Services 1. ORDERS, INVOICING, PAYMENT AND TAXES 1.1 Orders. All Orders accepted by Avaya are subject to the terms of th is SLSA, including those which do not reference this SLSA. All other terms and conditions contained in any purchase order or other document presented or developed by Customer and not expressly referenced in this SLSA have no effect. 1.2 Invoicing and Payment. Unless specified otherwise in this SLSA or otherwise agreed to in writing, • Avaya will invoice Customer for Products on the Delivery Date. • Avaya will invoice Customer for Services in advance, unless otherwise specified in the offer description referenced in the applicable Order Specific Terms. • Avaya win invoice to. and process associated payments from . Customer via Avaya's electronic bil application, unless otherwise requested in writing in advance by Customer. • Payment is due within 30 days from the date of Avaya's invoice other than with respect solely to those portions that are disputed by Customer by written notice to Avaya within 15 days from the date of Avaya's invoice. • Avaya will invoice Customer in the currency of the applicable quote. • If a different invoicing or payment method is agreed between Avaya and Customer, Customer will pay all incremental bank charges, taxes, duties, levies and other rosts and comm issions associated with such other methods of invoicing and payment. • If a payment is not timely received from Customer, Avaya may, upon prior written notice, suspend perfonnance of its obligations, including licenses and perfoonance of orders until au such overdue amounts are paid in full. In additioo, late payments will be subject to an incremental fee equal to the lesser of 1.5% per month or the maximum rate allowed by applicable law that must be paid in order for overdue amounts to be de emed paid in full. 1.3 RESERVED 1.4 Taxes. Unless Customer provides Avaya with a current tax exemption certificate, Customer is responsib le for paying all legally required taxes, including without limitation any withholding, sales, excise or other taxes and fees which may be levied upon the sale, movement, transfer of ownership, license, installation or use of the Products or upon the Services , except for any income tax assessed upon Avaya. If Customer is requi red to pay a tax pursuant to this Section or make any withholding, then Customer will pay such tax and any additional amounts as are necessary to ensure that the net amounts received by Avaya , after all such payments or withholdings are made, equal the amounts to which Avaya is entitled under this SLSA as if such tax or withholding did not exist 1.5 Other Payment Mechanism. Where Avaya agrees to be paid by "Payment Mechanism·: • Customer authorizes Avaya or its payment processor to charge Customer's Payment Mechanism in accordance with the terms on the Order, SLS, Service Descriptioo or SOW . • If any payment made via Payment Mechanism is rejected, denied or returned unpaid for any reason: (a) Avaya may suspend Cus tomer's subscription and access to the Seivice; (b) Customer will be liable for any fees, costs, expenses or other amounts Avaya incurs arising from such rejection, denial, or return (and Avaya may automatica lly charge Customer for such amounts): and (c) Avaya may provide Customer with further instructions regarding how Customer may update or replace the relevant payment method. If Customer fails to provide a valid alternative Payment Mechanism within thirty (30) days after the Seivices have been suspended, Avaya may terminate the Services , in which case Customer will be subject to any applicable termination fees outlined in the Service Description.. If the new Payment Mechanism is accepted, the subscription billing date will remain the same as the original date for subsequen t months . Customer's payment obfiga tion shall be satisfied when Avaya·s payment processor provides notification of final good funds in settlement of Customer's credit card. Avaya may agree to allow Customer to pay amoun ts due in arrears. In such event, Customer will make all of the payments due with in thirty (30) calendar days of the date of the invoice. If applicable, Cus tomer's Payment Mechanism will be automatically charg ed recu rring fees on a regular basis during the Seivice Period as set out in the Order, Seivice Descrip ti on, SLS or SOW, includ ing during any renewa ls, un less Customer cancels the subscription. Customer authorizes Avaya or its payment processor to process such automatic recurring charges. If Custom er cancels a subscription, Customer will not be entitled to a refund or a credit for any fees already due and/ or pa id, and Customer will be subject to any termination fees outlined in the Order, Service Description, SLS or SOW. 2. LICENSE INFORMATION Any Software licenses (including Subscription Licenses) gran led by Avaya to Customer under this SLSA shall be in accordance with the then-current terms and conditions set forth in the Avaya Global Software License Terms, found at http://supportavaya.convlicenselnfo (or a successor site properly noticed) wh ich may be updated from time to time and wi U apply prospectively (the 'EULA"). 3. WARRANTY ANO DISCLAIMER OF OTHER WARRANTIES 3.1 Warranties. Warranties for Products and Seivices provided to Customer shall be set forth in the Order Specific Tenns. 3.2 EXCEPT AS REFERENCED AND LIMITED IN TH IS SLSA, NEITHER AVAYA NOR ITS LICENSOR$ OR SUPPLIERS MAKE ANY EXPRESS REPRESENTATIONS OR WARRANTIES ABOUT ANY MATTER UNDER THIS SLSA. AVAYA DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION OF PRODUCTS, SERVICES OR DELIVERABLES, THAT THE PRODUCTS AND SERVICES WILL PREVENT TOLL FRAUD, THAT SERVICES WILL DETECT ALL SECURITY THREATS AND VULNERABILITIES, OR THAT SERVICES WILL RENDER CUSTOMER'S NETWORK OR PARTtCULAR NETWORK ELEMENTS SAFE FROM INTRUSIONS AND OTHER SECURITY BREACHES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AVAYA DISCLAIMS ALL IMPLIED OR STATUTORY WARRANT IES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE WARRANTY REMEDIES EXPRESSLY PROVIDED IN THE APPLICABLE ORDER SPECIFIC TERMS TO THIS SLSA WILL BE CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES. 3.3 Avaya provides Third-Party Products and Thi rd-Party Seivices on an • AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND. However, such Th ird -Party Products or Th~d-Party Services may carry warran ties from thei r manufacturers or providers, and Avaya will pass through to Customer any such warranties to th e extent authorized. Exercise of such warranties will be directly between Cus tomer and the relevant Third Party. 4. CUSTOMER RESPONSIBILITIES 4.1 Cooperation. Customer agrees to: • Cooperate with Avaya as reasonab ly necessary for Avaya's de livery of Products and performa nce of Services in a timely manner. SLSA Tta nsaclonal 022:l-US EXHIBIT Propri etary & Confidcniial I A • Provide Avaya with interface and other infonnation regarding access to third party products or services in Customer's network and necessary third-party consents and licenses to enab!e Avaya's performance under this SLSA • Adequately secure its networks and systems against unauthorized intrusion or attack. • Properly use, safeguard, and retum to Avaya any Avaya Tools. Avaya Tools are not Products. 4.2 Customer acknowledges that its cooperation hereunder is essential to Avaya's perfonnance of the Services. Avaya is not liable for any delay or deficiency in performing lhe Services as a result of Customer nol meeting their responsibilities. L $dPc0Wt{ER$tf[P •. · . ·. • ·.· < · • · • .• ·•.·.· . · . · • I 5.1 Avaya Intellectual Property. Avaya, its Affiliates, ficensors and suppfiers own au Avara Intellectual Property. CustmnershaD not copy, modify, rent lease, sel~ loan, distribute, or create derivative works of any Avaya Intellectual Property. Customer shall receive a Ucense to use Deliverables as descn'bed In the applicable Order Specific Tenns. 5.2 Marks. Nothing grants Customer any right to use any trade names trademarks service marks, logos, domain names, trade dress, or other distinctive brand features of Avaya or lls subcontractors or suppliers. Custcmer shall not remove, obscure, or alter any proprietary righls noHces, such as copyright or trademark notices, attached to or contained within Avaya Intellectual Property, Services or ~ftware. !o the extent Avaya aufh~es Customer to use any marks described m this Section 5.2, any goodwill assocsated with Customer's use shall Inure to the benefit of Avaya. j .8.dNQl~NlflCA'rioN:l ' . , : . · • • . . • • • • .· . • . I 6.1 Defense and Indemnity, Subject to Sections 6.2, 6.3, and 6.4 below, Avaya will defend and indemnify Customer for any fudgments, setllements and court awarded attorneys' fees resulting from a Claim, provided Customer: (a) Promptly notifies Avaya of the Claim fn writing upon becoming aware of a potential Claim; (b) Gives Avaya sole authority and control of lhe defense and settlement of the Claim; and (c) Provides information and assistance reasonably requested by Avaya to defend against or settle the Claim. 6.2 Remedial Measures. If a Product or Service becomes, or its use reasonably may become, lhe subject of a Claim, Avaya may opt to: (i} procure for Customer the right _to con~ue use of the Product or Service; Qij replace or modify the Product or SeMce; or (ih) refund to Customer a p~ted portion cf the applicable fees for the Product based on a finear depreciation monthly over a 5 year useful Dfe and any prepaid fees, in which case Customer will cease aD use of the Product and rehlm the appticable Product to Avaya. 6.3 Exceptions. Avaya will have no defense or indemnity obl~ation for any Claim to the extant it is based on: 0) a Product er Service that has been modified by som80!1e other than Avaya; (ii) a Product or Seivice that has been modified by Avaya 1n acccrdance with Custaner-provided specifications or insbuctions; ~ii) use or combination of a Product with Thinf.Party Products, open source or freeware; fiv) Third.Party Products, Third-Party SeNlces, open source, or freeware; or (v) Custome(s (a) failure to implement a remedial measure set out In Section 6.2 wllhin a reasonable Hme after notice by Avaya; or (b) failure to allow Avaya to implement a remedial measure as set out in Section 6.2. 6A Sole Remedy. THE FOREGOING STATES AVAYA'S ENTIRE LIABILITY, AND CUSTOMER'S SOLE AND EXCWSIVE REMEDY, WITH RESPECT TO ANY INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER PARTY. THE FOREGOING ALSO IS IN LIEU OF, AND AVAYA DISCLAIMS, All WARRANTIES OF NON- INFRINGEMENT WITH RESPECT TO THE PRODUCT. 1.·1~ TERMANDTERMINATlON I 7.1 T ermlnatfon for Breach. Either Party may terminate the SLSA or a specific Order by giving written notice to the other Party If the other Party breaches any material te~ of the SLSA and fails to cure such breach within 30 days after receipt of such notice. 7.2 Termination for Convenience. Customer may terminate an Order for convenience only as set forth in the applicable Service Description, SlS or SOW. Such termination may be subject to fees as stated in the appllcable Older Specific Terms. I 8. LIMITATION OF LIABILITY I 8.1 Limitation of Liability. THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY FOR All CLAIMS ARISING OUT OF OR IN CONNECTION WITH THE ORDER (EXCLUDING ANY LIABILITY TO PAY THE FEES DUE FOR PRODUCTS AND SERVICES) WILL NOT EXCEED AN AMOUNT EQUAL TO AVAYA THE GREATER OF THE TOTAL AMOUNT OF ALL FEES PAID OR PAYABLE UNDER THE ORDER IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE LAST EVENT GIVING RISE TO THE a.AIM OR $100 000 00 USO. ' • 8.2 Exclusion of Consequential and Related Damages. NEITHER PARTY NOR ITS RESPECTIVE LICENSOR$ OR SUPPLIERS HAVE At('( LIABILITY ARISING OUT OF OR RELATED TO THIS SLSA FOR ANY INCIDENTAL SPECIAL PUNITIVE, STATUTORY, INDIRECT OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR REVENUE, LOSS OR CORRUPTION OF DATA, TOLL FRAUD, COST OF COVER, COST OF SUBSTITUTE GOODS OR COST OF SUBSTITUTE PERFORMANCE. 8.3 Applicability. THE EXCLUSIONS OF LIABILITY AND THE CAP ON AGGREGATE LIABILITY IN THIS SECTION 8 Will APPLY TO ANY DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND REGARDLESS OF WHETHER THE LIMITED REMEDIES AVAILABLE TO THE PARTIES FAIL OF THEIR ESSENTIAL PURPOSE. HOWEVER, THE EXCLUSIONS OF UABLILITY AND THE LIMIT ON AGGREGATE LIABILITY 00 NOT APPLY IN CASES OF WILLFUL MISCONDUCT, PERSONAL INJURY, OR BREACHES OF AVAYA'S LICENSE RESTRICTIONS. THE LIMIT ON AGGREGATE LIABILITY Will NOT APPLY TO EITHER PARTY'S INDEMNIFICATION OBLIGATIONS OR ITS BREACH OF SUCH OBLIGATIONS UNDER THIS SLSA. ! 9. CONFIDB(llAUTY . . . ! 9.1 Conflden~al lnfo~tfon. Each party acknowledges that it may recelve Co~fidential lnfonnation from the other party in connection with the Order, and dunng the course of the parties' general business relationship. Unless stated otheiwise in this Section 9 or agreed olheiwise by the parties or required by the Florida Publlc Records Act. Chapter 119, Florida Statutes, the ;eceiving party shall keep in trust and confidence au Confidential Information received under this SLSA. and may use Confidential Information solely for the purpose of furtherance of the business relationship between the parties, or to exercise i1s rights and fulfil its obligations under this SLSA. 9.2 Authorized Dlsclosure. The receiving party may disclose Confidential Information on!)'. to its employees, cc:>ntraclors, agents, cfirectors, officeis, professional legal advisers, Affifiates, suppll8fS or subcontractors with a need to know and who are bound by confidentiality obligations at least as protective as the terms stated in this Saeli~ 9 (coHectively, the •Authorized Parties1. Each party is responsible fer their Authonz~ Party's b_reach of this Sec6on 9. The receiving party may disclose ec:,nfid9!1lial Information to persons olher than an Authorized Party only upon the pnor wntten consent of the disclosing party. Notwithstanding the foregoi'lg, the rece~g party _is authorized to ~isclose Confidential Information as required by applicable law 111 accordance with a valid order issued by a court, government ag~C)' or relevant regulatory or listing exchange authority, provided that the receMng party, where allowed under applicable law, provides: Q) prior written notice to the disclosing party of such obligation; and Qi) the opportunity for the other P~ to oppose such disclosure. The confidentiafity obligations of each party will survive three years following the expiration or tenninalion cf the Order, whichever occurs later. Upon such tanninalion er expiration, the receiving party, upon request of the disclosing party, will cease all use of and/or destroy the disclosing party's Confide~tial Information (including any copies thereoij in the receiving party's possession, custody, or control, provided that the receiving party may keep archival copies due to mandatory retention laws, for regulatory purposes or to enforce its rights, subject to the conffdentiality obllgaUons as stated in this Section 9. Notwithstanding the foregoing, any trade seaets disclosed hereundershaB be held in confidence by the receiving party for: Q) as long as such Confidential Information remains the disclosing party's trade secret under applicable law; or (ii) until such , Confidential lnfonnation falls under one of the exceptions to the confidentiality obligations specified In this Section. j 10. GOVERNING LAWAND DISPUTE RESOLUTION I 10.1 Governing Law. This SLSA, including any Dispute, will be gowmed by the laws of the State of Florida excluding both conflict of laws principles and the United Nations Convention on Contracts for lntemal!onal Sale of Goods. 10.2 Dispute Resolution. In the event of any Dispute, lhe aisputing party shall give the other party written notice of the Dispute In accoafance with the notice provision of lhis SLSA. The parties wiD attempt In good faith to resolve each Dispute within 30 days, or such longer period as !he parties may mutually agree, following the delivery of such notice, by negotiations between designated representatives of the parties who have dispute resolution authority. If the parties are not able to resolve the Dispute within the period as set forth above then either party may bring an action or proceeding as set forth in Seclioo 10.3 or 10.4, as applicable. SI.SA Transaclional 0223-US Propriclllry & Conlidcrniol 10.3 Choice of Forum. For any Dispute arising in the United States or based upon an alleged breach committed In the United States, then eilher party may bring an action or proceeding solely in either the Courts of lhe Slate of Florida , or the United States Dislrict Court for Ftorlda. Each party consents to the exclusive jurisdiction of those courts, including their appellate courts, for the pu1J>OS8 of all actions and proceedings arising under this Section 10.3. 1 0A Undisputed Invoices. Nothing in Section 10 will be construed to preclude Avaya from instituting a proceeding for payment of undisputed invoices from any court of competent jurisdiction. 10.5 Injunctive Relief. Nothing in Section 10 will be construed to preclude either party from seeking provisional remedies, Including, without limilation, temporary restraining orders and preliminary injunctions fi'om any court of competent jurisdiction in order to protect its rights, including its rights pending arbitration, at anytime. 10.6 Time Umtt. Actions or Disputes between the parties must be brought in accordance with this Section within 2 years from when the facts giving rise to such action or dispute occurred. I. m,nuRDPARTYJERMs,, . -~·:~ :~, I Third-Party Terms., Customer will be bound by certain additional terms and conditions (as indicated by Avaya) that apply to Third.Party Products and/or Third-Party SeJVices ("Third-Party Terms•) purohased from Avaya. In case cf a conflict, the Third.Party T enns take preoedence over the SLSA only for those Third.Party Products and/or Third- Party Services. 112.U>AT~-~fflVA.C.Y . . . .. .. . . I 12.1 DPA. Avaya respects Customer's privacy and will only use information provided to Avaya by Customer or collected by Avaya In the provision of Services In accordance with Avaya's data privacy policies and the Data Processing Addendum CDPA1. To the extent Avaya processes Personal Data (as defined in the DPA) on behalf of CUstomer, the most current Avaya DPA, published on http://supportayaya com{TermsofSale at the time of the Order, applies and is incorporated herein by reference. The DPA is considered a Supplemental Term, if applicable. 12.2 Where Customer has provided Customer's electronic contact data (e.g. e-mail address) to Avaya In connection with a Product or Seivice Order, Avaya may occasionally send Customer information about similar Products and Services that may be of interest to Customer. If Customer does not wish to receive such information, CUstomer should contact Avaya Safes or notify Avaya via emaD at dataprivacy@avaya.com. 13.1 Compliance. Each party must comply with all laws and regulations applicable to ils actions contemplated under this SLSA. Each Party agrees to conduct its operations in relation to this SLSA in compliance with all International Trade Laws. Each Party shall be responsible for obtaining the necessary authorizations required by lntemalional Trade Laws that are applicable to the Party's import. export, re- export. in-country transfer or other foreign trade activity in connection with its performance under this SLSA Each party confirms that they are not engaging In lransaclions involving comprehensive or selec6ve embmgoes, sanctioned coontries, and have not been designated as Denied Parties or Res!rlcted Parties under applicable lntemational Trade Laws unless government aulhorizations have been obtained. The Parties agree to not use any Products or Services obtained under this SLSA to engage in activities relating to weapons of mass destruclion, nuclear prollferalion, nuclear, chemical, or biological weaponry, or to permit or facilitate such prohibited uses of Products or Setvlces by a third party. 13.2 Assignment. Independent Contractor, & Subcontractors. Avaya may assign the SLSA to any of its Affi6ated entities or to any entity to which Avaya may sell, transfer, convey, assign or lease all or subslantially all of the assets or properties used in oonnectlon with its performance under the SLSA. My other assignment of this SLSA or any rights or obfigations under this SLSA without the express written consent of the other party wm be invalid. Avaya may subcontract any or all cf its obfigations under this SLSA but will retain responsibi6ty for the work. Avaya is an independent contractor and no partnership, joint venture, or agency relationship exists between the parties. Each party will be responsible for paying ils own employees, including employment related taxes and insurance. 13.3 Force Majeure. Neilher party will be &able for any delay or failure In performance to the extent the delay or failure is caused by events beyond the party's reasonable control, incklding withoutlimitalion, fire, flood, Ad. of God, explosion, terroristicacls, hacking, malware, ransornware, business interruptioo or data loss caused by maBcious or criminal act, war or the engagement of hostilities, strike, embargo, labor dispute, government requirement civil disturbances, civil or military authority, and inability to secure materials or transportation faci&lies. AVAYA 13.4 Notices. Any required notice w!U be addressed to the applicable party as set forlh below. Notices wiU be delivered by: 6) personal delivery; (i) courier or first class mail (with all fees or postage prepaid); (iii) an e-mail containing a duly signed PDF document (with receipt oonfirmedi Notices will be deemed to have been given, as applicable, on the earfier of: (a) the date cf receipt; (b) 2 WOtking days after sending by courier; (c) 5 working days after first class posting; and (d) next working day after sending by facsimile or email. For Customer: Address as set forth on the Order form For Avaya: Avaya LLC. Attn: Law Dept 350 Mount Kemble Avenue Morristown, NJ 07960 United States, Eman: !qlnot!cescomm@avaya com For Customer notification cf termination or intent not to renew maintenance, managed service and subscription selVices, send notice to Avaya: Avaya World Services Inc., Customer Care Center • Attn: Services Termination, Email: mycontract@avaya.com, Facsimile: 800-441-6371, or, If the order was placed on an alternative Avaya Affiliate, the notice of tennination must be sent to the e-mail or address stated on !he relevant Order 13.5 Reference. Neither Party may use the name, logos and trademark(s) of the other Party or to Ust it as a provider or recipient of Products or Services for marketing purposes, whether on websites, social media or in public announcements, without the prior consent of the other Party 13.6 Construction. The provisions concerning confidentiality, license grant to Customer, Indemnity, and any other terms which, by their nature, are iltended to survive tenninalion or expiration of the SLSA wiD survive. If any term of this SLSA is found to be invafid, the remaining provisions will remain effective and file invarrd term shall be replaced with a term consistent with the purpose and intent of this SLSA. No waiver of any tenn, condition, or breach shall be construed as a wah.'er of subsequent terms. conditions, or breaches. Except as expressly contemplated in the SLSA, only written and signed modifications to this SLSA shall be enforceable. Paragraph headings are for reference only. The singular includes the plural, and vice ve,sa. ·1nc!udlng• and similar words shaU not be construed as terms of limitation. Each party represents that the person signing the Order on its behalf has authority to contractually bind such party to the terms and conditions of this SLSA This SLSA or any related documents may be executed by electronic signature in lieu of a handwritten signature. This SLSA may be executed in one or more counterparts (including by facsimile1 each of which when so executed shall be deemed to be an original and shall have the same force and effect as an original. This SLSA constitutes the entire understanding of the parties with respect to the subject matter of the Order and supersedes all previous and contemporaneous communications, representations or understandings, either oral or written, between !he parties relating to fhat subject matter. 13.7 Avaya's Ethics, Compliance and Corporate Responsibility. Avaya is committed to ethical business conduct and corporate responsibi6ty. We strive to perfonn in accordance with the Avaya Supplier Code of Conduct found at httpstlwww.avaya.com/en{docymentsl§uooner 0Qde conduct.pdf. 13.8 CYBERSECURITY AND INFORMATION TECHNOLOGY PROCUREMENT AND PROTECTION PROGRAM All purchases of Cybersecurity Products shall abide by F.S. 282.3185 282.3185 the •Local Government Cybersecurity A~ and F.S. 282.318 282.318 the "State Cybersecurity Act. In addition, the proposed software and/or hardware shall be produced in the United States, with the following exceptions: (a) the required Cybersecurity Product is not produced in the United States, or if such required Cybersecurity Product is produced in the United States and it is not of a satisfactory quality to meet the needs of the City as detennined by the Mayer of his deslgnee ; (b) upon a written recommendation of the Mayor and approved by a majority vote cf the City Council , compliance with the procurement and contracting requirements of ufi!izitg US-made cybersecurity products is not consistent with the best interests cf the public; or (c) the Cybersecurity Product is purchased from a company or subsidiary that is not on the 6st of prohibited telecommunications companies in the John S. McCain National Defense Authorization Act for Fiscal Year 2019, Public Law 115-232, as that list may be amended from time. Any Crown Castle employees, agents, or representatives who have access to County owned, licensed, or operated Cybersecurity Products shall be subject to Heightened Security Review prior to such employees being granted access to County Cybersecurity Producls. 1. Affidavit Required by the City pursuant to F.S. 287 .138 is attached to this Contract and must be executed and tendered to the City prior to execution cf this Agreement 13.9 VERIFICATION OF EMPLOYMENT ELIGIBILITY (E•VERIFY) By entering Into this Contract, the Crown Castle (In this Section referred to as the Contractor) will comply with these tenns. Contractor and its Subcontractors are SLSA Transdonlll 0223-US Proprie1llr)' & Conficlc:nti:I jointly and severally obligated to comply with the provisions of Section 448.095, Florida Statutes, as amended, titled "Employment Eligibility.■ VERIFICATION OF EMPLOYMENT ELIGIBILITY (E•VERIFY) Contractor affirms that (a) it has registered and uses the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees of the Contractor; (b) it has required all Subcontractors to this Contract to register and use the E-Verify system to verify lhe work authorization status of au new employees of the Subcontractor; (c) it has an affidavit from au Subcontractors to lhis Contract attesting that the Subcontractor does not employ, cootraclwilh, or subcontract with, unauthorized aliens; and (d) it shall maintain copies of any such affidavits for duration of the Contract Registration Information Is avallab!e at lhttp://ww.uscjs,govfa-yenM If the City has a good faith belief that Contractor has knowingly violated Section 448.09(1), Florida Statutes, then City shall terminate this contract In accordance wilh Secllon 448.095(5)(c), Florida Statutes. In the event of such termination, the Contractor agrees and ackna.vledges that it may not be awarded a pubric contract for al least one (1) year from the date of such terrninafion and that Contractor shall be liable for any additional costs Incurred by the County because of such termination. In addition, if City has a good faith belief that a Subcontractor has knowingly violated any provisions of Sections 448.09(1) or 448.095{5)(c), Florida Statutes, but Contractor has othetWise compried with ils requirements under those statutes, then Contractor agrees that it shall terminate Its contract with the Subcontractor upon receipt of nofice from the City of such violation by Subcontractor in accordance with Section 448.095(5)(c), Florida Statutes. Any challenge to termination under this provision must be filed in the Circuit or County Ca.1rt by lhe City , Contractor, or Subcontractor no later than twenty (20) calendar days after the date of contract termination. 13.10 Order of Precedence. If conflicting or inconsistent terms cannot reasonably be read as non-conflicting, consistent and supplemental, the following order of precedence will be: (0 Avaya customer Order Form, QO Service Description, SAS and SLS, (m) Order Specific Terms; ~v) these General Terms; and (v) and any other document expressly referred to in this SLSA which governs the Products and Services. "Affillate,11 or "Affiliated" means an entity that is directly or indirectly conlrolfing, controlled by, or under common conlrol wi1h a party to the Order. For purposes of this definition, •contror means the power to direct the management and policies of such party, directly or indirectly, whether through ownership of vofing securities, by contract or otherwise; and the te1111s "conlrolrmg• and "controlkKr have meanings correlative to the foregoing. "Avaya" means, as !he context requires, either Avaya LLC or the appropriate Avaya Affi6ate named on the Order. "Avaya Customer Order Form" means the documentation provided by Avaya to Customer establlshing what customer is purchasing and v.tiat the cost wm be paid. This Avaya Customer Order Form specifically excludes any purchase order provided by Customer to Avaya. "Avaya Intellectual Property 11 means collectively rights, fiUe and Interest in and to any intellectual property in the Products, the Services, any and all DeDverables provided to customer as well as any know-how, derivative works, inventions. processes, databases, Documentation, training materiaB, and any other intellectual property and any tangible embodiments of it "Avaya Tools" means items lhat Avaya !ends or makes available to Customer for purposes of the Order (e.g., Secure Access link, etc.). "Claim" means a claim, action, suit or proceeding brought by a third party against a party alleging that a Product or Service, as of ils Delivery Date, infringes a patent, c:opyruht trademarlc or Trade Seaet or any intellectual property righl "C111tomer" means the entity set forth on the Order form. "Confidential Information" means either party's business anclfor technical info1111ation, trade secrets, unpatented inventions or confidential Intellectual property, financial information inclucfmg pricing, discounts forecasting or sales data, information acquired during any location visit or remote access, and other information regaroless of whelher in tangible or other form if marked or otherwise expressly identified In writing as confidential or reasonably understood to be confidential und9r the circumstances. Information communicated verbally will quafify as Confidential Information if the receMng party knew or had a reason to know that the infonnation being cf lSClosed was confidential infonnation. Confidential Information does not include Information which: 0) has entered the public domain except where such enby is the result of the receiving party's breach of this SLSA; (ii) was rightfully In the receiving party's possession prior to disclosure under this St.SA; or (iiQ was obtamed by the receiving party on a non- confidential basis from a third party who has the right to cflSCfose such lnfonnalion to the AVAYA receiving party. The Parties uunderstand the City of Hialeah is subject to the Florida Public Records Act Chapter 119, Florida Statutes. "Defiverable" means cuslomlzed software, documentation, or other work product created in the course of a Professional Services (as defined in the Professional Services Order Specific Te1111s) engagement Deliverables do not Include generally available hardware and Software and are not Products. "Delivery Date11 means the date on which AV8'f8 delivers to the carrier for shipment or, in the case of Software that can be enabled by Avaya remotely or delivered via electronic means, the date the Software Is enabled or downloaded to the target processor. "Dispute" means any dispute, claim or controversy arising out of or relating to !he Order. "Documentation· means Information published in varying media which may Include product information, subscrlpllon or service descriptions, operating instructions and perfonnance specifications that are generally made avallable to users of products. Documentation does not include markefing materials. "International Trade Laws" means aB applicable Import, export, re-export. in-counby transfer, and other foreign trade control statutes, laws, regulations, enactments, directives, and orcBnances of any governmental authority with jurisdiction over such International Trade Laws. "Order" means an order placed by Ille Customer to Avaya setting out the Producls and Services being purchased by lhe Customer, and that has been accepted by Avaya by: electronic mail or other agreed upon means of electron!c communications (to addresses provided by Customer to Avaya) or upon shipment or de6very of Products or commencement of Services performance. "Payment Mechanism" means payment by Customer via credit card, online, direct debit or other payment mechanism other than Customer's electronic funds transfer. "Products" means hardware, ticensed Software, and associated Documentation. "SOW" or "Statement of Work" means a Customer-specific document that describes the features, terms and conortions of an Avaya service being purchased by customer. 11SAS11 or ·service Agreement Supplement'' has !he meaning given in the applicable Order Specific Tenns. "SD" or "Service Description· means the applicable description of the Services then current as of Iha date of Customer's Order. "Services" means Avaya services descmed in the applicable Service Description or sow. "Software" Is defined in the EULA. "Supplemental Terms" means, Individually or colleclively, the Use Policies and Service Descriptions. "Third-Party Product" means any product made or provided by a party other than Avaya, including products otdered by Customer from third parties, products provided by Avaya !hat are recognizable as standalone items, and products identified as separate Hems on Avaya's price list quotes, order specification forms or Documentation. "Third-Party Servtcen is any service provided by a party other than Avaya or an Avaya subcontractor. "Update" means a patch, product correction notice (PCN), minor software, firmware update or service pack. "Use Policies" means the policies or additional terms that are incorporated In this SLSA and apply to the provision of certain Services as identified herein and in the Matrix. Sl.SA Transactional 0223-US Propricwy & Confidcntilll AVAYA 5 SLSA TransacEonal ~ US Propricwy & Ccmlidential AVAYA Order Specific Terms: Sale of Products and Subscription Licenses These Order Specific Terms apply to Orders in which Customer purchases any Products and/or Subscription Licenses. 1. ORDERS AND CHANGES I 1.1 Product Changes. Prior to its deliveiy, Avaya may make changes to the Producl, modify the drawings and specifications relating to the Product, or substitute lhe Product for a Product of later design; provided that the changes do not have a materially adverse effect on the function of the Product. Notwithstanding the foregoing, the parties may agree to change an Order at any time and such changes may be subject to additional charges. 1.2 Cancellation of Produc t Orders. Customer may cancel an Order for Product prior to shipping by written notice to Avaya as follows: 12.1 Within 24 hours of Order placement subject to a cancellation fee of 5% of the purchase price 12.2 More than 24 hours after Order placement subject to a cancellation fee of 10% of the purchase price 1.2.3 Avaya may invoice for cancellation fees immediately. 1.2.4 Customer may not cancel an Order once the relevant Product has been shipped or made available for download. 1.3 Delays to Product Orde rs. Customer may request that the Delivery Date for Products be delayed by up to 75 days from the original De livery Date. Any request for delay by Customer in excess of 75 days from the Delivery Date will entitle Avaya to cancel lhe Order for Products that have not yet been delivered, subject to a cancellation fee of 10 % of the Product price for such cancelled Products, payable by Customer upon cancellation by Avaya. The remainder of the Order wil rema in in full force. 1.4 Termination of Subscription Licenses. Rights to terminate Subscription Licenses and any applicable termination fees are set forth in the applicable Subscription License Supplement 2. DELIVERY, TITLE, AN D RISK OF LOSS I 2.1 _Deliv ery and Risk of Loss. Unless othefl'lise agreed in an Order, all deliveries of Products will be made CIP (Destimation on Order or Delivery Point). Avaya may charge Customer for shipping and handling charges in re lation lo the delivery of the Products, which will be reflected as a separate line item in Avaya's invoice. Risk of loss wil pass to Customer on the Delivery Dale. 2.2 Title to Hardwa re. Unless hardware is sold on an as-a-Service basis, for hardware delivered in the United States and Canada, title lo the hardware will pass to Customer on the Delivery Date and in countries other than the United States and Canada, tiUe to the hardware will pass to Customer upon payment in full of the price for the hardware. Avaya may, in its sole discretion and at any time, waive the requirement of payment prior to passing of tiHe to hardware, in which case title will pass to Customer on the Delivery Date or (if later) on the date of the waiver concerned. For hardware delivered in the United States and Canada, title to the hardware will pass to Customer on the Delivery Date. Tille to hardware sold on an as-a-Service basis does not pass to Customer 2.3 Hie t o Software does not Pass. Software is licensed to Customer as specified in Section 3. Title to Software will remain with Avaya and its licensors (provided that Customer wiU be entitled to retain the copies of the Software supp lied for the duration of the license term that applies to the use of the Software concerned). 2.4 Security Interest. Until Avaya has received payment in full from Customer for tangible Products, Customer authorizes Avaya to register Avaya's retention of title pending payment in the applicable official registers of any national or loca l jurisdiction to which the applicable Product is delivered or physically localed. Customer wiD on request from Avaya (and at Avaya's expense) execute all such documents and take all actions reasonably requested by Avaya to enable Avaya to exercise its rights to security under this Section. Avaya may not lien or encumber City of Hialeah property. 3. SUBSCRIPTION LICENSE Subscription licenses are also subject to then -current Subscription Licensing Supplement 4. WARRANTIES I 4.1 Warra nty Scope. Avaya warrants to Customer that, during the applicable warranty period, Products will conform to and operate in accordance with the app licable Documentation in all material respects. 4.2 Warra nty Period. Warranty periods are as follows: (i) hardware: 12 months, beginning on the In-Service Date for Avaya-installed hardware and on the Delivery Date for all other hardware; and (ii) Software and Software media: 90 days, beginning on the In-Service Date for Avaya-installed Software; the Subscript ion License Term Start Date as set forth in the SLS; or the Delivery Date for all other Software and media. 4.3 Remedies . If a Product does not conform to the warranty above and Avaya receives from Customer during the applicable warranty period a written notice describing in reasonable detail how the Product failed to be in conformance, then as Customer's sole and exclusive remedy, Avaya will, at its op tion: (i) repair or replace same to achieve conformance or 0i) refund to Customer the applicable fees paid for the non-conforming Product, upon return of the non-conforming hardware to Avaya in accordance with Avaya's instructions. Customer will return Products subject to a warranty claim to Avaya in accordance with Avaya's instructions. Replacement hardware may be new, factory reconditioned, refurbished, re -manufactured or functionally equivalent and wm be furnished only on an exchange basis. Returned hardware that has been replaced by Avaya will become Avaya's property. Replacement Products are warranted as above for lhe remainder of the original applicable Product warranty period. For Software warranty claims, Avaya will provide access to available Software corrective content and Product support knowledge base on a self-service basis. 4.4 Costs . If a Product is returned within the applicable warranty period subject to a valid warranty cta im, Avaya win not charge for any repair, replacement, error identification or correction, or return shipment of the non-conforming Product. If Avaya determines that the Product was operating in conformance with its applicab le warranty, Avaya may charge Customer for error identification or correction efforts, repa ir, replacement and shipment costs at Avaya's then current time and materials rates. 4.5 Excl usions and Disc laimers. The warranties do not extend lo any damages, malfunctions, or non-conformities caused by: (i) Customer's use of Products in violation of the license granted under this SLSA or in a manner inconsistent with the Documentation; Oi) normal wear due to Product use , including but not limited to Product cosmetics and display scratches ; (ii) use of non-Avaya furnished equipment. software, or facilities with Products (except to the extent provided in the Documentation); (iv) Customer's fa ilure to follow Avaya's installa tion, operation or support instructions; (v) customer's failure to permit Avaya timely access, remote or othefl'lise, to Products; or (vi) fa ilure to implemen t Updates provided by Avaya. Warranties do not extend to Products that have been serviced or modified by a party other than Avaya or a third party specifically authorized by Avaya to provide the service or modification. 5. DEFINTIONS I 'In-Service Da te" means the earlier date of (i) Avaya notifying Customer that the Products are installed and avaiable for production use; or Oi) Customer begin s using the Product in a production environment "Subscription Licensing Suppleme nt" or -sLS " means the then-current Avaya offer description document for Subscription Licenses found at http://supportavaya.com/licenselnfo or a successor site and incorporated into this SLSA by this reference as of the date of Avaya's acceptance of an Order. "S ubscripti on Llcense (s)" means the software licenses Ordered by Customer which are subject to a subscription. stSA Transactional0223 US Proprietary & Confidential AVAYA Order Specific Terms· Professional Services These Order Specific Terms apply lo Orders or SOWs in which Customer purchases any Professional Services. 1.SCOPE Avaya will provide Professional Services as specified in the Order which may, as applicable, incorporate a SOW or Service Descciption. Professional Services may include installation and configuration of Products and Services, consulting and other Professional Services where Avaya creates a Deliverable and/or completes other defined objectives or a project phase on a milestone basis, time and material basis, or olher basis. 2. ACCEPTANCE 2.1. T&M Services. T&M Services are deemed accepted upon perfonnance. 2.2 Order without Acceptance Procedures . Where the Order does not contain T&M Services or specific acceptance criteria and procedures, Professional Services are deemed accepted upon the ea~ier of either. 0) Avaya providing notice of completion to Customer, or (ii ) Customer signing of an acceptance certificate. 2.3 Order with Acceptance Procedures . The Professional Services are deemed accepted upon the earlier of either: 0) the end of the Acceptance Period as set ou t in the Order, unless before the end of the Acceptance Period Avaya has received from Customer a rejection notice; or (ii) Customer signing of an acceptance certificate. If the Professional Services fail to conform to the agreed acceptance criteria and Avaya has received a rejection notice, then Avaya will re-perfonn the non-confonning Professional Services and re-submit it for acceptance as described above. If, after resubmission, the Professional Services fail to confonn to the agreed acceptance criteria in any material resp ect then Customer's sole and exclusive remedies will be for Customer to either. (i) tenninate the non-ronfonning Professional Services and return all non-ronfOIITiing Deliverables for a refund of any fees pre-paid under the SOW for the non-confonning Professional Services; or (i) accept the Professional Services, subject to the warranties and remedies describ ed in Section 6. Customer will be deemed lo have accepted the applicable Professional Services, in accordance with subsection 2.2 above if Avaya has not received a written termination notice within 5 days of Avaya's resubmission fo r acceptance. 2.4 Acceptance certificate. Upon acceptance in accordance with this Section 2, Customer will promptly sign and return an acceptance certificate. Acceptance certificates may be provided by Customer to Avaya by electronic mail, at th e email address provi ded by Avaya to Customer from time to time, or other agreed means of electronic communication. 2.5 Production Use. Notwithstanding any other provisions above, production use by Customer wiD constitute acceptance for all purposes under the SLSA. 3. TRANSFER OF RISK AND LICENSE TO DELIVERABLES 3.1 Transfer of Risk. If the Professional Services include tangible items lo be delivered to Customer, risk of loss and title shall pass when carrier receives the Deliverab le for shipment to Cus tomer. 3.2 License to Deliverables . Subject to Customer's paymen t of fees for th e Professional Seivices, Avaya grants Customer a non-exclusive, non-transferable, limited, non-sublicensable license to use Defiverabtes created by Avaya and delivered to Customer. Software contained in Deliverables will be licensed subj ect lo the Avaya Global Software License Tenns found at http://support.avaya.com/Ucenselnfo or a successor site. 4. INVOICING OF PROFESSIONAL SERVICES 4.1 Profess ional Services will be invoiced in advance, or as speci fi ed in th e Order. 4.2 T&M Services will be invoiced monthly in arrears. 5. DELAYS Any delays in the perf011Tiance of Pro fessional Services caused by Cus tomer may result in additional applicable charges for resource time. If such delay continues for more than 30 days, Avaya may tenninate the Order and Customer agrees to pay for all Professional Services perfonned to date of termination and if applicable, any termination fees . 6, WARRANTY 6,1 Avaya warrants that Professional Services wiD be perfonned in a professional and workmanlike manner by qualified personnel, and that for a period of 30 days from the acceptance or deemed acceptance date of the Profess ional Services, the Professional Services will confonn in all material respects to the specifica tions contained in the Order. 6.2 Remedy. If the Professional Services do no t conform to their warranty and Avaya receives from Customer during the applicable warranty period a written notice descnbing in reasona ble detail how the Professional Services failed to be in confonnance, Avaya will, at its option: 0) re-perfonn th e applicable Professiona l Services or (ii) refund to Customer any pre-paid fees for the non -ron fonning Professional Services. In the case of T&M Services, Custome r may cancel the affec ted T&M Services, subject lo payment of fees for T&M Services already perfonned. THESE REMEDIES WILL BE CUSTOMER'S SOLE AN D EXCLUSIVE REMEDIES AND WILL BE IN LIEU OF ANY OTHER RIGHTS OR REMEDIES CUSTOMER MAY HAVE AGAINST AVAYA WITH RESPECT TO THE NON- CONFORMANCE OF PROFESSIONAL SERVICES. 6.3 Disclaimer, Professional Services provided to enhance network security are not a guaranty against malicious code , deleterious routin es. and oth er techniques and tools employed by computer "hackers' and othe r th ird parties to crea te security exposures. Neither Avaya nor its suppliers make any warranty, express or implied, that all security threats and vulnerabilities will be detected or that the Professional Services wiO render an end use(s network or particular network elements safe from intrusions and other security brea ches. ! 7. ORDERTERMINATION ! Either party may tenninate Professional Services th at have not been subm itted for acceptance in accordance with the Order upon 45 days prior written notice. Customer will pay for Professional Services performed to the date of terminati on and all non- refundable or non-lenninable out-of-pocket expenses Avaya incurred, and if applicable, any tennination fees. 8. DEFINITIONS "Acceptance Period" means the lime period in which Customer may test the Deliverable which shall not exceed ten (10) business days starting with the business da y immediately foDowing the date on which the Deliverable is delivered to Cu stomer. "Professional Serv ices· means the implementa tion of Products and other Services described in an Order. "T&M Services" or "time and material Services" are Pro fessional Servi ces which are billed by Avaya based upon the time spent to perform the work and for the materials used . StSA Transaclonal 0223 • US Proprietary & Conlidenl~I AVAYA Order Specific Terms: Support and Managed Services These Order Specific Tenns apply to Orders in which Custome r purchases any Managed Services or Support Services .. 1. ORDER AND PROVISION OF SERVICES I In return for the payment of applicable fees and subject to compiance with the tenns of the SLSA, Avaya win provide the Support Services or Managed Services options selected by Customer for Supported Products at the Supported Sites set out in the applicable Order or SD (collectively "Services· in these OST). I 2. MONITORING I Avaya may electronically monitor Supported Products for the foUowing purposes: (i) to perform remote diagnostics and corrective actions; (ii) to determine system configuration and applicable charges; (iii) to verify compliance wi th applica ble End User License Agreement; (iv) to assess Customer needs for additional Products or Services to address or resolve Services issues; or (v) as otherwise provided in the Service Description. I 3. INCIDENT CORRECTION I Some Services options may include correction of incidents. Th e inciden t categories and any correspondi ng support level are furth er described in the applicable Service Description. I 4. HELP LINE SUPPORT I Where the selected Services option includes help line support, Avaya will provide it in accordance with the coverage option (service hours, target response intervals, etc.) that Customer has selected in the Order or SOW. i~~w~~ 1 Periodically, Avaya or a third party manufacturer may declare end of support for certain Supported Products. Cus tomer may access Avaya's user support website (httpJ/support.avaya.com, or such successor site) for end of support notifica tions, and to register an e-mail address to receive e-mail notifications of the same, when pub lished by Avaya . For Supported Products subject to End of Support, Avaya will continue to provide extended support (except for the end of support exceptions listed therein). If the Service Description does not include exten ded support information, Avaya will make available the description of extended support (if available) for the Supported Products concerned at the same time as its end of support notification. For Products not subject to extended support, if Services are discontinued for a Supported Product, the Supported Product will be removed from th e Order or SOW and rates will be adjusted accordingly. 6. REPLACEMENT HARDWARE Any replacement hardware provided as part of Services may be new. factory reconditioned, refurbished, re-manufactured or fun ctionally equivalenl II will be furn ished only on an exchange basis. Returned hardware that has been replaced by Avaya will become Avaya's property. Title to Avaya-installed replacement hardware provided as part of Services will pa ss to Customer wh en installed. 1itte to all other hardware provided as part of Services will pass to Cus tomer as specified in the Order Specific Tenns for Sale of Products and Subscription Licenses. 7. ADDED PRODUCTS I Newly purchased Products wil be added to the Order or SOW automatically for the remainder of the term at the applica bl e rates. Customer will inform Avaya without undue delay of any added Products not acquired from Avaya. Products purcha sed from a party other than the manufacturer or an Avaya channel partner may be added to or declined from bein g added to the Supported Prod ucts at Avaya's discretion, and will be subject to certi fication by Avaya at Avaya's then current Services rates. 8. GENERAL LIMITATIONS Un less the applicable Service Description provides otherwise, Avaya will pro'<ide Software Services only for the unaltered current release of the Software and the prior release. The following items are included in the Services only if the Service Description specifically includes them: (i) support of user-defined applications; (iij support of Supported Products that have been modified by a party other than Avaya (except for installation of standard, self-installed Upda tes provid ed by the manufacturer); (iii) making corrections to user-defined reports; (iv) data recovery services; (v) services associated with relocation of Supported Products; (vi) correction of incidents arising from causes ex ternal to the Supported Products (such as power failures or surges); and (vii) services for Supported Products that have been misused, used in breach of th eir license restrictions, improperly installed or config ured, or have had their serial numbers alte red, defaced or deleted. 9. ADDIT IONAL CUSTOMER RESPONSIBILITIES 9.1 General. Customer will cooperate with Avaya as reasonably necessary for Avaya 's performance of its obligations, including: (i) providing Avaya with fu ll, free and safe access to its facilities; (ii) providing telephone numbers, network addresses and passwords necessary for remote access; (iii) providing interface information for Supported Products and necessary third party consen ts and licenses to access them ; and (iv) any other responsibilities as set out in the applicable Service Description, or otherwise agreed from time to time. If Avaya provides Upda tes as part of Services, Customer wiU implement them promptly, unless otherwise set out in the SD. 9.2 Provision of Supp orted Products and Systems. Customer will provide all Supported Products and Supported Sites. Customer continuously represents an d warrants tha t (i) Custome r is either the owner of, or is authorized to access and use, each of them; and (ii) Avaya, its suppliers, and subcontractors are authori zed to do the same to the extent necessary to provide the Services in a timely manner. 9.3 Moves of Supported Products. Customer will notify Avaya in advance before moving Supported Produc ts. Identical Services may not be available in all locations and in such circu mstances either cancenation charges win apply, or additional charges may apply if Avaya incurs additiona l costs in providing Services as a result of such moves. 9.4 Vendor Management. Where the applicable SD states that Avaya provides vendor management for Customer, Customer will provide Avaya, upon request a letter of agency or similar document, permitting Avaya to perform vendor managemenl Where the third-party vendor's consent is requ ired for Avaya to be able to perform vendor management in a timely manne r, Customer win obtain the written consen t of th e vendor and provide Avaya a copy of it upon requesl 9.5 Th ird-Party Hosting. In the event one or more network addre sses to be monitored by Avaya are assoc iated with systems owned, managed , and/or hosted by a third- party service provider, Customer will: (i) notify Avaya of the third-party service provider prior to commencement of the Services; (ii) ob tain the third-party service provide(s advance written consent for Avaya to perform the Services on the third- party service provider's computer systems and provide Avaya with a copy of the consent upon request and (iii) facilitate necessary communications between Avaya and the third-party service provider in connection with th e Services. 10. WARRANTY 10.1 Wa rranty Scope. Avaya warrants to Customer that, during the applicable warranty period, Services will be carried out in a professional and workmanlike manner by qualified personnel. 10.2 Warranty Period. The warranty period is 30 days beginning on the day of performance of the Service. 10.3 Remedies. If the Service does not confonn in any material respect to the warranty above and Avaya receives from Customer during the applicable warranty period a written notice describing in reasonable detail how the Service failed to be in conformance, Custome(s sole and exclusive reme dy will be for Avaya to re-perform non-con fonning Services or, if Avaya is unable to re-perform the Serviices within a reasonable period of time such that they confonn in all material respects with the applicable warranty, Avaya shall refund th e fees paid for the non-conforming Services. 10.3.1 Warranty Procedures . Cus tomer must provide written noti ce to Avaya during the applicable warranty period describing in reasonable de tail how the Services failed to be in conformance with the applicable warranly. 11.TERM I 11.1 Support Service Term. Unless a di fferent term is specified in the applicable Service Description, Avaya will provide Support Services for an in itial term of 1 year. The Order will be renewed au tomatica lly for successive 1-year terms (unless a longer renewal period is specified in th e applicable Service Description) applying the most similar generally available support offer and then current rates. unless either party gives the other written notice of its intent not to renew al least 30 days prior to the expiration of the applicable initial or renewal term. 11 .2 Managed Services. Unless a longer initial term or different renewal terms are defined in the Order or SD, Avaya will provide Managed Services for an initial term of 3 years and such initial tenn will be renewed automatically for subsequent 1 year periods, applying the then-amen! rates, unless either party gives th e SLSA Transaclonal 0223 • US Proprielary & C<>,idenlgl other party written notice of its intent not to renew at least 90 days prior to the expiration of the applicable initial or renewal term. I 12.. DEFINmoNs "Managed Services" means the m111agement of Supported Products, including (where applicable) automated client notifications, configuration management incident and problem management service desk, and monitoring. "SAS" or •service Agreement Supplement" means a document that descnoes the features, tenns and ex>ndi6ons of an Avaya Support SelVices offer. usupport Services" means the maintenance and support of Producls in accoroance with the SD. usupported Products" means the Products for which the Services are to be provided, as Identified In the appticable Order or SOW, together with any added Products, which may include Produds made available for Customer's use as part of Subscription Sen/ices and Third Party Products to the extent they are specified In the relevant Order or Service Descriplion. "Supported Sites" means the location(s) to which Services are to be provided, as set out in the appfJCable Order or SOW. Propriltary & Confidenbal AVAYA SI.SA Tansaclianal 0223 • US AVAYA Order Specific Terms: Cloud Services These Order Specific Terms and the Supplemenlal Terms apply to the extent Customer purchases Services delivered from the 'cloud' under the Order, all as listed in the Matrix ("Cloud Service1. Country Specific Additional Terms available at https://support.ayava.com/TermsOfSale (or such successor site). 1. TER MS OF SERVICE 1.1 Terms of Service. Upon acceptance of an Order Avaya will make the Cloud Services available to Customer for the Initial Term. The Initial Term will renew for consecutive Renewal Terms where auto renew is available, unless either party gives the other 30 days (or longer period if expressly slated in the applicable SOW or Supplemental Terms) advance written notice before the end of the Initial Term or current Renewal Term of their intent not to renew. 1.2 Chang es to, and Discontin uation of, the Cloud Service. From time to time Avaya may update or modify the Cloud Service, including features, functionalily and Supplemental Terms, provided that (a) the change and modification applies to aD customers generally, and are not targeted to any particular customer, and (b) one- month prior notice is provided to Customer for any material changes to the Cloud Service oc the Supplemental Terms and in such case, Cuslomer has the right to discontinue using the Cloud Service and terminate the respective Order without penally if any change to the Cloud Service or Supplemental Terms is of material detriment to Customer, by written notice, within 60 days after Avaya notifies Customer of the change. 1.2.1 Avaya will use commercially reasonable efforts to provide 60 days' notice prior to ending the sale of a Cloud Service, at wh ich time the Cloud Service will no longer be available for order. 1.3 Syst em Requirements. Cloud Services are dependent upon Custome(s maintenance of internet access, network access and power. Customer is responsible for maintainng all telecommunications Qncluding mobile service and devices), broadband and computer equipment and services needed to access and use the Cloud Services, and for paying all charges associated with these services. 1.4 Registration. Customer may be requi red to register to use the Cloud Services. Registration may include providing information (e .g., email or physical addresses, etc.) and Customer agrees to keep such informalion updated. 1.5 Use Pol icies. When Customer accesses and uses a Cloud Service, Cus tomer is responsible fo r complying with the SLSA, applicable laws and the Use Policies referenced in the Matrix. The Use Policies are posted on this website: http://su pport.ayaya.com/TermsOfSale (or such successor site) and are incorporated into and form part of this SLSA Avaya may updale the Use Policies from time lo time and will post the updated version. Such updates will become effective on the next calendar month in which Avaya posts the updated version. Customer is responsible for reviewing the Matrix to determine which Use Pol icy applies lo each Service. I 2. PAYMENT, INVOICING, FEES an d TAXES 2.1 Charges. Unless otherwise stated in the Supplemental Terms or Order, prices are quoted on a consumption and/or subscription basis . Pricing herein does not include charges for taxes, fees, and government-imposed surcharges, which may be included in the invoices. All fees due to Avaya under this SLSA are non-cancellable and the sums paid are non-refundable, except as otherwise expressly provided in this SLSA. 2.2 If Customer adds or removes users or numbers, during a month, the applicable Subscription fees wiD be pro-rated for the month. 2.3 Pric e Changes. Avaya may change the fees associated with any Cloud Services upon 30 days advance written notice. Customer's continued use of the Service after any price change becomes effective constitutes Customer acceptance of the modified fees, and such amounts shall apply as of the first day of the next month after the fee change was posted or communicated to Customer. 2.4 Reg ul atory Fees. Customer will be responsible for all governmental assessments, surcharges and regulatory fees perta ining to Custome(s use of the Service, that are imposed on Avaya or any Affiliate of Avaya incident lo the provision or sale of the Service or chargeable to customers by any governmental entity, including, but not limited to, any government assessment or regulatory fees imposed on Avaya as a result of a material ch ange in the manner in which the Service or Avaya is regulated . 3, SERVICES PROVIDED, USE OF THE SERVI CE 3.1 Commencement of Cloud Services. Avaya will notify Customer of the Service Activation Date. Unless Customer notifies Avaya by the close of the second Business Day following the Service Activation Date that the Cloud Services are not operational , the Service Period will commence on the Service Activation Date and will con ti nue until expiration or termination of the Cloud Services. 3.2 Support. Customer may access technical support by sending an ema il or call ing the numbers detailed in the applicable Supplemental Terms. 3.3 Customer's Use of Service. Customer represents and warrants tha t Customer has the legal right and authorily lo install and use the Cloud Services. Customer may use the Service solely for Customer's internal bu siness use in accordance with and in the countries designated in the applicable Supplemental Terms, this SLSA and the Orde r, and nol for further sublicense or resale. Customer shall be solely responsible for all activities that occur under Customer's accounl Upon reques~ Customer will provide Avaya with signed confirma tion of its compliance with this provision. 3.4 Co-operation with Law Enforcement Authoritie s. Avaya may charge Customer an administrative fee to recover Avaya's costs that arise from requests from law enfo rcement authorities, regula tory authorities , or court orders resulting from Customer's use of the Cloud Service. 4. TERM; TERMINATION; DOWNTIME AN D SERVICE SUSPENSION; SURVfVAL 4.1 Term ination. Avaya's termination due to Customer's uncured breach does not excuse Customer from its obligation lo pay fees for the remainder of the Service Period. 4.2 Expiration/Term ination. Upon expiration of the Service Period or termin ation pursuan t to Sec tion 7 of the General Terms, Customer shall immediately cease use of the Service and return or destroy (in accordance with Avaya's instructions) any Deliverables provided to Customer in connection with the Service, including any Avaya's Intellectual Property. Upon request, Customer shall certify in writing to Avaya tha t Customer has complied wi th this provision and Avaya may provide such certification to its suppliers . 4.3 Service Availability. Cloud Services (or part) may be unavailable for use by Customer (a) for scheduled downtime to permit Avaya to conduct maintenance, or to modify, upgrade or update the Service, and Avaya wiR use reasonable efforts to notify Customer of such scheduled downtime in advance in accordance with the Supplemental Terms, (b) without notice in the event that Avaya reasonably believes there may be a denial of service attack or oth er security risk to the Service, Customer (or its users) or Avaya's other cus tomers, or (c) without notice in the event that Avaya determines that it is necessary or prudent to do so due to legal or regulatory reasons (collectively, 'Service Suspensions"). Avaya shall not be liabl e to Customer for Service Suspensions. 5. CUSTO MER CONTENT, APPLICATION S, AND MARKS 5.1 Customer is solely responsible for Customer Content and Applicat ions (incl uding any data, text, images or other content contained therein), including any loss or damage to Avaya , its suppliers or a third party arising from or relating to Customer Content or App lications. Avaya does not certify or endors e any Customer Content or App lications.Cus tomer represents and wa rrants that ii has all necessary rights to, and grants to, Avaya a limited, non-exclusive, non-transferable, non-sublicensable (except to its subcontraclors and supp liers) license to access, use, store, archive for a period of time, modify, disp lay, reproduce, prepare derivative works of, and distribute Cu stome r Content and Applications to the extent necessary for the purpose of provi ding the Cloud Service. 5.2 As between Avaya and Customer, Customer retains all right, ti tle and interes t in and to Customer Content and Applications. Avaya will not share Customer Content. Other Users' Co ntent or Applications with any third parties un less: (a) Avaya has Customer's written or electronic consent for shari ng any Customer Content.or Applica tions; (b) it is required by law; or (c) Avaya provides Customer Conte ntor Appfi cations to third parties (e.g. sub-contractors) to carry out tasks on Avaya's behalf (e.g., data storage, etc.) as direcled by Avaya and subject to appropriate ag reements with those third parties. 5.3 In con nection with the provision of the Cloud Service, Customer gra nts Avaya a limited, non-exclusive, non-transferable, non-sublicensable license to display Customer trade names, trademarks , service marks, logos, domain names and the like ("Customer Marks") and lo host and displ ay likenesses and photo images; provided, that the use of Customer Marks in connection with this SLSA shall not create any right or title in or to the use of Customer Marks and all such use and goodwill associated with Custom er Marks win inure to the bene fit of Customer. 6. RI GHTS AND DISCLAIMERS 6.1 All information transmitted throug h the Cloud Service is the sole responsibility of the person from whom such informa tion originated. Avaya reserves th e SLSA Transac:ton.i 0273 -us Propnelary g Conldontgl right, but is not obligated, to pre-screen, refuse, flag, filter, or remove any material posted on the Cloud Senrice, including any Customer Content, which Avaya, in its sole discretion, deems inconsistent with this SLSA, Including any material Avaya has been lnfonned or has reason to belleve oonstibJtes intellectual property infringement Avaya may take lhe acticn(s) set out above, or slmHar actions, without notice or tiabllity to Customer or any other party. Accollfmgly, Avaya assumes no liability for any action er inaction regarding transmissions, communications, or content provided by Customer or any lhlrd parties. 6.2 Except to the extent set out in the SD or Order, Avaya may archive Customer Content and may periodically delete Customer Content without notice to Customer. Customer is solely responsible lo ensure that any infonnaticn, including Customer Content Customer wishes to retain is downloaded, saved and/or backed-up. Avaya may implement reasonable limits as to the size or duration of storage of any Customer Content related to the use of the SeNice. 6.3 Provided Avaya does not use customer's Confidential Information, Avaya reserves the right to: Q) develop products or services simnar to any of the Applications that Customer may develop in connection with a Cloud Service and (ii) grant similar rights to those provided under this SLSA to third parties that may develop or offer products or seivices which compete with any such Appfications. 6.4 Any software security feature Is net a guaranty against maficious code, deleterious routines, and other techniques and tools employed by computer "hackers" and other third parties to create seauity exposures. 6.5 It is Avaya's policy to respond to notices of alleged copyright infringement !hat comply with the United States Digital Millennium Copyright Act and where appropriate at Avaya's cf1Scretion to terminate the accounts or subscription of infringers. If Cuskrner would like to send Avaya an alleged copyright Infringement notice as it pertains to the Service, go to the following link http://support,avaya com/AyayaCopyrightAgent (or such successor site) and follow the instructions on how to get in touch wilh Avaya. If Customer has trouble accessing this link, !hen Customer may contact Avaya for further informa6on at copyrighlagent@ayaya.com wilh the subject Hne: "DMCA Takedown Requesr or by maI1to: Avaya Copyright Agent Notification 350 Mount Kemble Avenue, Room 2C109 Morristown, NJ 07960 1-908-953-2044 ! -7. INDEMNIFICATION, ! 7.1 Avaya's Indemnification Obligation: Avaya will defend Customer against third- party daims brought against Customer to the extent arising solely from an aHegaUon that Customer's use of the Cloud Seivice directly infringes a third-party patent or copyright Avaya wiB Indemnify Customer against damages (specifically excluding any increased er enhanced damages resulting from Customer's willful infringement) finally awarded against Customer by a coo rt of competent jurisdiction or a settlement amount approved by Avaya. Avaya's obligations under this Section 7 will not apply if the claim results mxn (a) Customer breach of this SLSA, (b) modifica6on to the Cloud Service or use of the Cloud 5ervice outside the scope of the apprab!e Service Description, (c) combination, operation, or use of the Cloud Setvice with products, software, services or business processes not provided by Avaya, (d) Avaya's compliance with any designs, specifications, requirements or instruc6ons provided by Customer or a third party en Customer behalf, (e) customer Content (ij trial or beta use of the Cloud Service, or (g) services Customer provides based on the Cloud Service. In Iha event a claim is made or likely to be made, Avaya may, Q) procure for Customer Iha right to continue using the Cloud Service under the terms cf lhis SLSA, or (ii) replace or modify the Cloud S81Vice to be non-infringing without material decrease In functionaBty. If these options are not reasonably available, Avaya may terminate the Cloud Sefvice upon written notice to Customer and refund customer a pro rala portion of the price Customer may have pre-paid to Avaya for the Clood Service for lhe remainder of the unexpired term. 7.2 RESERVED 7.3 Indemnification Procedures. The party against whom a third party claim is brought will (a) timely notify the other party in writing of the claim (provided, that lhe failure to provide timely notice shall not relieve the indemnifying party of its obligations under this Section unless the lndelMifying party's defense of such claim Is materially prejudiced by such failure), and (b) reasonably cooperate in the defense of the dain and may participate in the defense of the claim at its own expense. The party that Is obligated to defend a claim will have the right to fully control the defense and to settle the claim; provided, hcwever, that any settlement of a claim shall not include a financial or specific performance obligation on, or admission of liability by, the party against whom the claim is broughl 7.4 Exclusive Remedy. THE FOREGOING STATES THE INDEMNIFYING PARTY'S ENTIRE LIABILITY, AND TliE INDEMNIFIED PARTY'S SOLE AND 10 AVAYA EXCLUSIVE REMEDY, WITH RESPECT TO ANY INDEMNIFICATION CLAIMS UNDER THIS SECTION. THE FOREGOING ALSO IS IN LIEU OF, AND AVAYA DISCLAIMS, ALL WARRANTIES OF NON-INFRINGEMENT WITH RESPECT TO TliE SERVICE AND ANY OlliER AVAYA INTELLECTUAL PROPERTY. I 8. FEEDBACK •.• Avaya welcomes Customer Feedback about the Service. AU such Feedback provided by Customer or its users to Avaya or its authorized channel partners becanes Avaya's property and Customer agrees to and does hereby grant and assign au Intellectual property rights therein to Avaya. Customer agrees to cooperate fully with Avaya In coMection with such transfer and assignment and Avaya may use such Feedback ha.vever it elecls without any monefaiy or other consideration of any kind a.ved to Customer or any third party. ! 9. EXTERNAL LINl(UND THIRD•PAR'l)',-$ERVICES ! In some cases, the Service may contain hyperlinks to External SeNices and Sites or Avaya may refer Customer to, or make available to Customer, Non-Avaya Contenl Such External SeNioes and Sites and Non-Avaya Content are not part of any Cloud Service and are provided or referenced on an •As-Is· basis. Custome(s use of such Extemal Services and Sites or Non-Avaya Content Is at Customer's own risk. Avaya neither endorses nor has any responsibility for the External Services and Sites or Non-Avaya Ccntenl ! 10. . 80F.TWARE-UCEN$E TERMS ANlluPDATES 10.1 If use of the Service requires Customer to download Software or Software is otherwise made available to Customer, such Software Is licensed pursuant to (a) the terms made available to Customer when Customer downloads or installs the Software, or (b) if no such terms exist then the EULA !n effect as of the Service Activation Date wiD apply for the sole purpose of using the Service, and solely for the duration of the Service Period. 10.2 It is possi>le that Software may automatically download and install Updates from Avaya or ifs Affifiates from time to time. In such event Customer will promplly allow such Updates to be downloaded and installed I 11. RECORDING ' -1 If conferences are applicable to the Service the laws of certain states, provinces or countries require that if a conference is to be recorded, all participants in the conference must be informed of that prior to the recording taking place, so they may consent to beilg reoorded (if required by applicable laws) in the relevant juris<flCtions when using recording features. customer shall be solely responsible for complying with the local laws In the relevant Jurisdictions when using recording features (this Includes Customer's obligation to obtain the consent, if required by applicable laws, of all participants before the commencement of the recording). Avaya shan have no liability to Customer or any user or third party if consent is not oblained. j 12.-EMERGENCY seRVices. HIPMan~ ~1 OIsc1.AJMERs . -· : ·. ·-. ·_ •• I CUSTOMER HAS READ, UNDERSTOOD, AND AGREES, UNLESS OTHERWISE STATED HEREIN OR IN THE SUPPLEMENTAL TERMS THAT: A. THE SERVICE, AS PROVIDED BY AVAYA, IS NOT CONFIGURED TO SUPPORT OR PROVIDE EMERGENCY CALLS OR COMMUNICATIONS OF ANY KIND, INCLUDING, BUT NOT LIMITED TO 112, 999, 911 AND E911 SERVICE. TO THE EXTENT NOT PROHIBITED UNDER APPLICABLE LAW, AVAYA AND ITS AFFILIATES, SUBCONTRACTORS AND SUPPLIERS WILL HAVE NO LIABILITY FOR ANY SUCH CALLS OR COMMUNICATIONS, AND CUSTOMER WAIVES ALL CLAIMS AGAINST AVAYA RELATED TO ANY SUCH CALL OR COMMUNICATIONS. B. THE SERVICE DOES NOT COMPLY WITH THE REQUIREMENTS OF TliE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT, AS AMENDED, AND ITS IMPLEMENTING REGULATIONS rHIPAA1, C. THE SERVICE DOES NOT COMPLY WITH THE REQUIREMENTS OF THE PAYMENT CARD INDUSTRY DATA SECURITY STANDARD ALSO REFERRED TO AS PCI OR PCI DSS. ! 13e GENERAL • • • • ' · . · . · ! Message Routing. Customer may not use phone numbers provided by Avaya to route Short Messaging Service rs MS") messages over any o!her provider's nelworl All SMS messages sent and received for an Avaya number must be sent and received via the Cloud Services. If Customer uses SMS it Is Customer's responsibility to ensure that if Customer initiates any unsoricited SMS, Customer provides Customer's end user with the option to opt In or opt out of receiving those messages as required by applicable law. SI.SA Transaclonal 0223 • US Prcprielary & Confidential ! i.t OFFE~ ~SPECIFIC TERMS The foUIJNing shall apply to a Customer's use of Comm111ications APls: 14.1 Customer may Install, copy, and use as necessary any Properties, solely il connection with Custome(s use cf the Service. Customer may not display or otherwise commerciaUy exploit the Properlies !n any manner unless Customer obtains Avaya's prior written consent 14.2 Customer will not use, and wiD not authorize any lhird party to use, any Public Software in connection with Communications API offer In any manner that requires, pursuant to the license applicable to such Public Software, that the Communications API offer ~ncludlng wilhout limitation any Properties) be Q) disclosed or distributed in source code foml, (ii) made available free of charge to recipients, or Qii) modifiable without restriction by recipients. 14.3 Customer shall ensure that (i) Customer's Applica6on do not violate Avaya's AUP, and (ii) Customer's Application accurately and adequately discloses, either through a privacy policy or oth81Wise, hCJN Customer cofleds, uses, stores, and aiSCloses data coRected from visitors, indxf't119, where applicable, that third parties Qncfuding advertisers) may serve content and/or adv8ftlsernents and collect infonnation directly from visitors and may place or recognize cookies on visitors' browsers. 14.4 If Customersellsorprovidesanyparty access loan Application that interfaces with Communications API, Customer will incorporate into Customer's agreement with lls End Users rcustomer's End User Agreements") terms and conditions that a) enable Avaya to use Customer's and Customer's users, employees, cfrenls or customera' rend Users1 data as n~cessary to provide the Communications API Services and b) protect Avaya's nghts to the same extent as the terms cf this SLSA. Without limiting the foregoing, Custome(s End User Agreements wil Include terms concerning restrictions on use, protection of proprietary rights, disclaimer of warranties, and limitations of liability applicable to Communications API that are no less protective than this SLSA. Customer will ensure that Custom_er's ~nd Users using Applications adhere to such tenns, and Customer win notify Avaya promptly if Customer becomes aware of any breach of Customer's End User Agreements that may impact Avaya or Communications API. ! 15. Deflnltlc~s : . · .. · ·•· • •. •. • •. :·• .• · • • • • • l "Acceptable Use Policy" or "AUP" means the document posted at http://support.avaya.com/TermsOfSale (or such successor site) which descnbes actions that Avaya prohlblls when any party uses lls Services. "Appltcatlon" means a software application or website within a Customer's domain or that Customer creates using the APr s that interfaces or connects to the Cloud Services. "Business Days· means Monday through Friday, 8:00 to 5:00 pm Eastem T1111e, excluding Avaya holidays. "Customer Content" means the content of all data, information and communications, whether visual, written, audible, or of another nature, sent displayed, uploaded, posted, published, er submitted by Customer or Customer personnel, Including Other Users Content while utiDzing the Service. "Effective Date" means the date in which the last party signs this SLSA. "External Services and Sites" means non-Avaya websites, content or resources or otherwise interface or work with third party services which are not maintained or controlled by Avaya. "Feedback" means comments or suggestions. "Initial Term" means the term of the Subscription that is indicated in Customer's order and commences upon the date fhe Service is available for customer's use. 11Matrix• means the chart that is posted on the fo!kJwing website (or such successcr site}: http://support.ayaya,com{TermsOfSale and referred to as the Master Cloud Agreement Matrix that indicates the Schedules and Supplemental Tenns that apply to a specific Service. Avaya reserves the right to update the Matrix. "Non-Avaya Contenf' means additional content or software (induding developer tools such as software deve!~ment kils or sample code, and artides and documentation} that is subject to a non-Avaya license agreement, each for ~se at your option, solely in connection with Customer's use and lmple~en_tatio~ of Communications APls. Non-Avaya Content will be malked or oth81Wlse identified with a ficense indicating lhe usage righls available for that content or software. "Other Users' Contenf' means the content of any information and communications. whether visual, written, audible, or of another nature, sent, displayed, uploaded, posted, published, or submitted by other users while Interacting with _the SeNice, induding, without limitalion, likenesses er photo images, advertisements or sponsored ccntanl . "Properties" means a variety of software, APls, data and other content and pMted and electronic documentation that Avaya may make available in connection with the Service. Properties include, without limitation: (a) the Communications API website 11 AVAYA posted at https://www.avaya.com/en/products/CPaaS/ or any successor site, (b) APls, and (c) Documentation. "Pubnc Software• means any software, documentation or other material that contains, or is derived Qn whole or in part) from, any software, documentation ~r other material that is distributed as free software, open source software (e.g., Linux or Asterisk} or slmffar licenslng or distribution models, lncludilg, but not limited to software, documentation or olher material licensed or disfri:Juted under any of the following fiCllOSes er distribution models, or licenses or distnbu6on models similar to any of the following: (1) GNU Affero General Public License (AGPL}, Common Publ!c Attribution License (CPAL), European Public License (EUPL), GNU's General Public License (GPL), Lesser/ Library GPL (LGPL). or Free Doctlmentation License, (2) The Artistic License (e.g., PERL), (3) the Mozilla Pubfic License, (4) the Netscape Public License, (5) the sun Community Source License (SCSL), (6) the Sun Industry Standards License (SISL), (7) the BSD License and (8) the Apache License "Renewal Term" means each of the subsequent terms after the Initial Term as specified in the Setvice Desaiption. "Service Activation Date" means the date Avaya advises Customer that the Cloud Services are available for Customer's use. "Service Description" means lhe applicable description of the Cloud Services then current as of the date of Customer's ordering of the Cloud Services which is incorporated by reference and is available to Customer upon request er via links in the Matrix. 11Servlce Period" means the period of fime in which Avaya is providing Cloud Senrices to Customer, whether the Initial Term or Renewal Term. "Traffic Data" means user billing data and/or metadata, including caller ID, name, number dla!ed, duration of can, landUne or mobffe originated call, SMS send/ receive destinations. SLSA TransatUonal 0223 • US Proprielaty& Ccnfidenlial 10/26/23, 4:23 PM Detail by Entity Name f ' EXHIBIT "B" .D,Qpartment ot state I ~ I search Records I ~~.1mam I Detail by Entity Name Foreign Limited Liability Company AVAYALLC E!llng •otormation Document Number FEI/EIN Number Date Filed State Status ~pal Address M23000013066 22-3713430 10/10/2023 DE ACTIVE 350 MOUNT KEMBLE AVENUE MORRISTOWN, NJ 07960 M.ftlllng Address 350 MOUNT KEMBLE AVENUE MORRISTOWN, NJ 07960 .Blgisterad Agent Name & Address CT CORPORATION SYSTEM 1200 SOUTH PINE ISLAND ROAD PLANTATION, FL 33324 Authorized Person(1)Jl!dBll Name & Address Title MBR AVAYA HOLDINGS CORP. 350 MOUNT KEMBLE AVENUE MORRISTOWN, NJ 07960 Annual Be~ No Annual Reports Flied oocumant rmagu 10/10/2023 -fgrelgJ'!..Li.ml.llm _______ View image in PDF formal _____ J DIVISION OF COF(PORATIONS https://search.sunblz.org/lnqulry/CorporatlonSearch/SearchResultDetall?lnqulrytype=EntltyName&dlrectlonType=lnltlal&searchNameOrder=AVAYA M. .. 1/2 10/26/23 , 4:23 P M Detail by Entity Name fJ! (!_.!')'' ,4 (~ ( J .[~}'(j J~' _Tl (Jl I.') ,, "i l ., ,,. '!· . I j. . ,. . I• I .lli!JlJlrtment of State I P1v1sion or Co~ I Search Records / ~~ Name / Detai l by Entity Name Fo reig n Limited Liability Company AVAYA LLC Elling Information Doc umen t N umb er M23000013066 FEI/EIN Numb er 22-3713430 Date Filed 10/10/2023 State DE Status ACTI VE frifilipal Address 350 MOUNT KEMBL E AVENU E MORRIST OWN, NJ 07960 Mailing Addres s 350 MOUNT KE MBLE AVENUE MORRISTOWN , NJ 07960 Regist ered Agent Name & Address CT CORPORATI ON S YSTEM 1200 SOUTH P INE ISLAND ROAD P LANTATION , FL 3 3324 Aythorli ed Eer sQn(s)..Qe.rail Na me & Address Ti tle MBR AVAYA HOL DING S CORP. 350 MOUN T KEMBLE AVENUE M ORR ISTOWN , NJ 07960 Annua l B eRQJll No A n n u al Re ports Filed Docume nt lmag~ EXHIBIT 10/10/2023 --Foreign Limited View image in PDF lormal lo .!! B . . ----~ JJ JJ l! https://search.sunbiz.org/lnq uiry/Corporation Search/SearchResult Det ail?inquiry type=EntityName&dire c tionType=lnitial&sea rchNa meOrde r=AVAYA M ... 1/2 AVAYA Retail T emplate V ersio n: V 1 .1_20200727 Generated D ate: 20230922 C ustomer Order Form Cu stomer Name : CITY OF HIA LEAH Customer Main Lo catio n Sold T o N um ber: 0005028945 I Payer N umbe r : 101021 43172 Stree t Address: 50 1 PALM AVE C ity: HI ALEAH I State: I FL I Zip: b 30 10-4119 Customer Co ntact Name : Rick Suarez T e lephone#: 308-553-8051 Email Add ress: RS uarez@ hialeahfl.gov Quote Inform atio n Quote Numbe r AUS7025JFH Pare nt Quot e N umber AUS7025JFG Start Date 0 1-Nov-2023 Currency US O Addltlonal Information Avaya Comm ents Quote Summary Offer Estimated 1s t Su bseq u ent Invoice T otal Contract Va lu e Inv oice Val ue Va l ue (TCV) S o l u t ion Total 42,876.96 42,876.96 2 14,384.80 Avaya S ubs c ript i o n Licen sing S u ppl em e n t T o t al 42,876.96 4 2,87 6.96 2 14,384 .80 Support Adva n tage Support A g r eeme n t S u pplem e n t T otal 0.00 0.00 0.00 Offer Des cription Links Offer Typ e Service D escrlptio n(s) Avaya Subscription Licensing Su pplement hltEl§://downloads, !!Yi!~a. !,Omlcs§laEJEJmanager/css/PSSeciire/dQ!,J,!m!!nts/1 01 Q§J 1 29 Support Adva ntage Support Agreem ent Supplement h!t g~:/ldownlQi!dS. ava~a,!.Qm/css/aEJEl!!Jan5!ger/£?§!.P 8Sel<l!rs1l docum!!nts/1 0 1 O§~Z il Terms and Conditions The following term s (co llectively, th e applicable "Terms") apply to purchases mad e under this Order: SLSA Avay a's Software License & Services Agreeme nt including any Order https://download.avaya.com/cas/publ ic/documents/1010804 19 Specific Terms as mentioned In the SLSA and applicable to the Order Service Description The Service Des criptions mentioned above This order is subject to, and incorporates by reference, th e applicable Terms in effect as of the da te of the Order. unless (i) Customer has a written master agreement execu ted by Avaya for such products and services, in which case such writte n rnaster agreement wnl gov ern as to those products and services, and (ii) otherwi se set forth herein, including in the sp ecial terms section. Services may require online reg istration to be activated. Amount s are exclusive of applicable Taxes. fees and/or shipping cos ts Customer S lanature Custom er signature below confirms Cu stomer's agreement to the Terms and Conditions. Customer Company Name: l c 1TY OF H IALEA H A u thoriz ed S igna t ure : T y ped N ame: l o ate: I S treet Address : 501 PALM AVE C i ty: H IALEAH l s tate: FL l zio: b3010.411s Avaya Signature Auth orized S ignatu re: T yped N am e : l oate: I Email Address: Partner Comcam Partner Pre pare r Company Name: ConvergeO n e, Inc. N a me: Manny Santana S t reet Address: 10900 Nesbitt Avenue South T e l eph o n e#: 954-239-1069 City: Bl oomington Email Address: msantana@convergeone .com S tate: MN f z ip: l ss437 Main Telepho ne# 888-321-6227 Avay a Siebel ID: 539 Distribut or Company Distributor Sales As so ciate C o mpany N a me: ScanSource Inc. N ame: C1 Scansource Team Street A dd ress: 6 Logue Court T eleph o ne #: 800-790-2029 City: Greenville E m a il A ddress: c1.team@scansource.com State : SC l z ip : b s,s Main Teleph one# 800-790-2029 A vaya Siebel ID: 369 Summary By Location Estimate d 1s t Subsequent Total Quote Refe renc e L ocation Address L ocati o n Name Servi ce Contrac t P aye r# L o ca t i o n N umber T erm Invoic e Value Invoice Value N u mber V al ue (TCV) AUS7025JFG 0102143172 0005028945 501 PALM AVE. HIALEAH, FL. 501 Palm 5028945 60 42 .876.96 42.876 .96 214.384.80 33010-4719 5555 E 8TH AVE . HIALEAH. 5555 E 8th 60 0.00 0.0 0 0.00 AUS7025JF J 01021 43172 000509884 4 FL. 33013 5098844 I Total Coverage Summary by Location Location Location Service Payment Estimated 1st Subsequent Total QRN Payer# Location Address Coverage Contract Number Name Term Term Invoice Value Invoice Value Value (TCV) 501 PALM AVE, 501 Palm SA AUS7025JFG 0102143172 0005028945 HIALEAH, FL, 33010-5028945 60 PREF+UA Annual 42,876.98 42,876.96 214,384.80 4719 501 PALM AVE, 501 Palm SASW 0102143172 0005028945 HIALEAH, FL, 33010-5028945 60 PREF+UA Annual 0.00 0.00 0.00 4719 501 PALM AVE, 501 Palm SASW 0102143172 0005028945 HIALEAH, FL, 33010-5028945 60 PREF+UA PrePay 0.00 0.00 0.00 4719 AUS7025JFJ 0102143172 0005098844 5555 E 8TH AVE, 5555 E 8th 60 SASW Annual 0.00 0.00 0.00 HIALEAH, FL. 33013 5098844 PREF+UA 0102143172 0005098844 5555 E 8TH AVE, 5555 E 8th 60 SASW PrePay o.oo 0.00 0.00 HIALEAH, FL. 33013 5098844 PREF+UA .. . 42,876.961 42,e1s.961 • • 214,~s,uol Location Detail Lo~tlon Nam«): _601 Palm 502894~ I _lLocatlon io:· 0005028945 Material Code Qty Description Service Coverage ID Coverage Type Bllllng Extended Estimated 1st Term Frequency Price Invoice Value 352444 1 SA PREFeR SUPT UPG SBC R10 TRACKING 60 555 SA SW PREF+UA pp 0.00 0.00 352445 1 SA PREFER SUPT UPG SM R10 TRACKING 60 555 SA SW PREF+UA pp 0.00 0.00 352443 1 SA PREFER SUPI' UPG CC R10 TRACKING 60 555 SA SW PREF+UA pp 0.00 0.00 352442 1 SA PREFER SUPT UPG AURA R10 TRACl([NG 60 555 SA SW PREF+UA pp 0.00 0.00 352625 1 SA PREFER SUPI' UPG MP 130 R5 TRACKING 60 555 SA SW PREF+UA AN 0.00 0.00 405793 2 3RD PARTY CTI LICENSE FIXED SUBS ADJ LP 60 537 SAPREF+UA AN 4.08 48.96 405418 so UC CORE LICENSE FIXED SUBS ADJ LP 60 537 SAPREF+UA AN 337.00 4,044.00 405418 800 UC CORE LICENSE Fva> SUBS ADJ LP 60 537 SAPREF+UA AN 3,232.00 38,784.00 413032 2 ASP 130 R4 UPGRADE TO RS ESXI R7.X UC:DS 384961 1 ASP MODEL NEW MDDa 232282 1 SUPPORT NlVANrAGE MODB.. 232253 1 SUPPORT NJVANrAGE COMMUNICATION MANAGER MOOEL 184718 1 CM 58700 MULTI CONNECT MODEL UPGRADE 185448 1 AVAYA COMMUNICATIONS SOLUTION 185448 1 AVAYACOMMUHICAf'ONS SOLUTION Code Qty Description Estimated 1st Subsequent Total Contract Coverage Service Bl!Jlng Invoice Value Invoice Value Value ID Term Frequency Summary Support Advantage 352444 1 SA PREFER SUPT UPG SBC R10 TRACKING 0.00 0.00 0.00 655 60 pp 352445 1 SA PREFER SUPT UPG SM R10 TRACKING 0.00 0.00 0.00 555 60 pp 352443 1 SA PREFER SUPT UPG CC RtO TRACKING 0.00 0.00 0.00 555 60 PP 352442 1 SA PREFER SUPI' UPG AURA R10 TRACKING 0.00 0.00 0.00 555 60 pp 352625 1 SA PREFER SUPT UPG ASP 130 RS TRACKING 0.00 0.00 0.00 555 60 AN Total summary S11ppon Adllantage 0.00 0.00 0.00 Summary Software Subscriptlon 405793 2 3RD PARTY CTI LICENSE FlXEO SUBS ADJ LP 405418 50 UC CORE LICENSE FIXED SUBS ADJ LP 405418 800 UC CORE LICENSE FIXED SUBS ADJ LP Total summary Software Subscription Location Total Material Code Qty Description 352625 SA PREFER SUPT UPG MP 130 RS TRACKING 352341 SUPT ADV PREFERRED REMOTE SITE TRACKING AURA R10 413032 MP 130 R4 UPGRADE TO R5 ESXI R7 .X UC:DS 384981 ASP MOcet. NEW MODS. 185448 AVAYA COMMUNICATIONS SOLUTION Code Qty Description Summary Support Advantage 352625 SA PREFER SUPT UPG ASP 130R5 TRACKING 352341 SUPT ADV PREFERRED REMOTE SITE TRACKING AURAR10 Total Summa,y Suppo,t Adv&ntagl Location Total 48.96 48.96 4,044.00 4,044.00 38,784.00 38,784.00 42,876.96 42,876.98 42,876.96 42,876.96 Service Term Coverage ID Coverage Type 555 SA SW PREF+UA 60 555 SA SW PREF+UA Estimated 1st Subsequent Invoice Value Invoice Value 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 244.80 537 20.220.00 537 193,920.00 537 214,384.80 214,384.80 Bllllng Extended Frequency Price AN 60 AN 60 AN 60 AN Estimated 1st Invoice Value 0.00 0.00 pp 0.00 0.00 Total Contract Coverage Service Billing Value ID Term Frequency 0.00 555 60 AN 0.00 555 60 pp 0.00 0.00 AVAYA Retail Template Version: V1 .1_20200727 Generated Date : 20231005 Customer Order Form Customer Name: CITY OF HIALEAH Customer Main Location Sold To Number: 5028945 I Paver Number: 10102143172 Street Address: 501 PALM AVE Citv: HIALEAH l State: I FL I Zio: b 3010-411s Customer Contact Name: Rick Teleohone #: 305-883-8051 Email Address: rsuarez@hialeahfl.gov Quote Information Quote Number SUS7026724 Parent Quote Number SUS7026724 I Start Date '01-Dec-2023 Currency USO U niaue Approval Identifier 744616 SUS7026724 Additional Information Avaya Comments Quote Summary Offer Estimated 1st Subsequent Invoice Total Contract Va lu e Invoice Value Va lu e (TCV) Solution T otal 12,003.00 0.00 12,003.00 Support Advantage Support Agreement S upplement Total 0.00 0.00 0.00 Support Advantage Parts and Onsite Support Total 9,603.00 0.00 9,603.00 Others Total 2,400.00 0 .00 2,400.00 Offer Description Links Offer Type S e rvice D escription(s) Support Advantage Support Agreement Supplement bl!ll§:/ldownlQs!!I§ siva~l!,s;Qml!.l,§ls!QQman!!9!:!r/2§s/P8~~S<l!t:!£docu men!s/1 010627 43 Support Advantage Parts and Onsite Support hl!Q§:lfg!lt:!Jload§ §Va~!! !;Qm/cs§/s!Ql!manager/css/ES§ei;ure/!,lQ!,Umenls/1 O t 062739 Terms and Conditions The followi ng te rms (collectively. the applicable "Terms") apply to purchases made under this Order: SLSA Avaya·s Software Li cense & Services Agreement including any Order htlps://download.avaya.com/cu/public/documentsl 1 O 1080419 Spec ific Terms as mentioned in the SLSA end appl icable to the Order Service Description The Service Descriptions mentioned above This order is subject to, and incorporates by reference, the applicable Terms in effect as cf the date cf the Order, unless (i) Customer has a written master agreement executed by Avaya for such products and services, In which case such written master agreement will govern as tc those products and services, and (ii) otherwise set forth herein, including In lhe special tenns section. Services may require onllne registration to be activated. Amounts are exclusive of applicable Taxes, fees and/or shipping costs Customer Sl~nature Customer signature below confirms Customer's agreement to the Terms and Conditions. Customer Comoanv Name: lcrrv OF HIALEAH !Authorized Signature: Tvoed Name: loate: I Street Address: 501 PALM AVE Citv: HIALEAH lstate: IFL lzic: 133010-4719 Avava Slanature Authorized Signature: Tvoed Name: Email Address: Partner ComDanv • • Company Name: CONVERGEONE Street Address: 10900 NESBITT AVES City: BLOOMINGTON State: MN Main Telephone# 800-431-1333 Avaya Siebel ID: Distributor Coml'lanv Company Name: SCANSOURCEINC Street Address: 8650 COMMERCE OR STE 100 City: SOUTHAVEN State: MS Main Telephone# 800-790-2029 Avaya Siebel ID: Summary _By Looatlon Quote Reference Number SUS7026724 SUS7026725 Payer# Location Number 0102143172 5028945 0102143172 5098844 Coverage Summary by Location 155437 IZip: 138671 Location Address IDate: Partner Preaarer Name: Gladys Lozada Telephone #: 305-505-7282 Email Address: lalozadat'aconveraeone.com Distributor Sales Associate Name: Telephone #: Email Address: Location Name C1 Maint Team 800-790-2029 c1maint@scansource.com Service Term Estimated 1st Invoice Value 501 PALM AVE, HIALEAH, FL, CITY OF HIALEAH 12 33010-4719 6.744.00 5555 E 8TH AVE, HIALEAH, FL, 33013 CITY OF HIALEAH 12 5,259.00 12,003.00 QRN Payer# Location Number Location Address Location Name Service Term Coverage Payment Term Estimated 1st Invoice Value I Subsequent Invoice Value 0.0D 0.00 0.00 Subsequent Invoice Value Total Contract Value(TCV) 6,744.00 5,259.00 12,003.00 Total Contract Value (TCV) 501 PALM AVE, CITYOF Onsite SUS7026724 0102143172 5028945 HIALEAH, FL, 33010-HIALEAH 12 Support-pp 5,544.00 0.00 5,544.00 4719 24x7x4 hours 501 PALMAVE, CITYOF SA Preferred 0102143172 5028945 HIALEAH, FL, 33010-HIALEAH 12 +Upgrade PP 0.00 0.00 0.00 4719 Advantage 501 PALM AVE, CITYOF Terminal 0102143172 5028945 HIALEAH, FL, 33010-HIALEAH 12 Replacement pp 1,200.00 0.00 1,200.00 4719 5555 E 8TH AVE, CITYOF Onsite SUS702672S 0102143172 5098844 HIALEAH,FL,33013 HIALEAH 12 Support-PP 4,059.00 0.00 4,059.00 24x7x4 hours 5555 E8THAVE, CITY OF SA Preferred 0102143172 5098844 HIALEAH, FL. 33013 HIALEAH 12 +Upgrado pp 0.00 0.00 0.00 Advantage 0102143172 5098844 5555 E 8TH AVE, CITYOF 12 Terminal pp 1,200.00 0,00 1,200.00 HIALEAH, FL, 33013 HIALEAH Replacement . ' .. I Total 12.ooa.ool . 0.001 .12,003.ool Location Detail ~uon ·Name: c;riY oF HIALEAH. • I ILocation ID: 5028945 Material Code Qly Description Service Coverage ID Coverage Type Billing Extended Estimated 1st Term Frequency Price Invoice VaJue 344345 1 SA PREF REMOTI:Slll: TRKGAURA RB 12 555 Remote Trackfng 1.,cxw -pp 0.00 0.00 Preferred Slffloort 229812 2 SA HW CM TERMINALS RPLCMNT NBD 1YPP 12 Terminal Replacement pp 100.00 1,200.00 230222 2 SAQI.SITE 24X7CM LG<STWY1YPP 12 405 Onsite ;:,uppon • 24X7X4 pp 214.50 2,574.00 hours 700394950 2 G850 MEDIA GATEWAY RHS 346229 4 SA PAl:f AS9VMR4 STD SW 1YPP 12 555 I~ l"'reJetl'80 + Upgrade pp 0.00 0.00 Advanlaae 384940 4 ASP R4 VM STD SW 255851 2 SA ON-SITE 24X7 APPL MED SRV R2D 1YPP 12 405 1unsite :;uppon • 24x7x4 pp 247.50 2,970.00 hours 700514098 2 ASP 130 DBJ. R840 SRVR P3 BUNDLE Code Qty Description Estimated 1st Subsequent Total Contract Coverage Service BIiiing Invoice Value Invoice Value Value ID Term Frequency Summary Support Advantage 344345 1 SA PREF REMOTE SITE 1RKG AURA R8 0.00 0.00 0.00 555 12 pp 229812 2 SA HWCM TERMINALS RPLCMNT NBO 1YPP 1.200.00 0.00 1,200.00 12 pp 230222 2 SA 00-SrTE 24X7 CM LG GTWY 1 YPP 2,574.00 0.00 2,574.00 405 12 pp 346229 4 SA PREf AS9 VM R4 STD SW 1YPP 0.00 0.00 0.00 555 12 pp 255851 2 SA ON-SITE 24X7 APPL MS> SRVR2D 1YPP 2,970.00 0.00 2,970.00 405 12 pp Tol1l 811mma,y Support Advantage 6,744.00 0.00 6,744.00 Location Total 6,744.00 0.00 6,744.00 Location Name: CITY OF HIALEAH I ILocation ID: 5098844 Material Code Qly Description Service Coverage ID Coverage Type BIiiing Extended Estimated 1st Term Frequency Price Invoice Value 255851 1 SA ON,SITE 24X7 APPL MED SRV R2D 1YPP 12 405 Onsite Support• 24X7X4 pp 123.75 1,485.00 hours 700514098 1 ASP 1SO OEl.L R840 SRVR P3 BUNOLE 229812 2 SA HW CM TERMINALS RPLCMNT NBD 1YPP 12 Tenninal Rep!acemsnt pp 100.00 1,200.00 230222 2 SA ON-SITE 24X7 CM LG GTW'f 1YPP 12 405 1onslte :support-24X7X4 pp 214.50 2,574.00 hours 700394950 2 G650 MEDIA GATEWAY RHS 346229 2 SA PREF ASP VM R4 STD SW IYPP 12 555 1:;;A t'referrea + Upgrade pp 0.00 0.00 Advantaco 384940 2 ASP R4 VM STD SW Code Qty Description Estimated 1st Subsequent Total Contract Coverage Service BIiiing Invoice Value Invoice Value Value ID Term Frequency Summary Support Advantage 255851 1 SA ON-SITE 24X7 APPL MEO SRV R20 1VPP 1,485.00 0.00 1,485.00 405 12 pp 229812 2 SA HW CM TERMINALS RPLCMNT NBD 1\'PP 1,200.00 0.00 1,200.00 12 pp 230222 2 SA ON-SITE 24X7 CM LG Gl'W( t\'PP 2,574.00 0.00 2.574.00 405 12 pp 346229 2 SA PREF ASP VM R4 STD SW IYPP o.oo 0.00 0.00 555 12 pp Talal Summa,y S11pport Advanlaga 5,259.00 0.00 5,259.00 Location Total 5,259.00 0.00 5,259.00 10/26/2 3, 4:23 PM Detail by Entity Name I )I ,'l',j( )l, 1;) (~r)l 1_J-i (J l ~'-'l'l ()l r:; ~partment of State / Q)ylslon of car~ I Search Records I 5efill;hJly..folilY..llil!M I Detail by Entity Name Foreign Profit Corporation CONVERGEONE, INC. Elling Information Document Number FEI/EIN Number Date Filed State Stat us Last Event Ev e nt Date Fil ed Event Effectiv e Date ~pal Address 10900 Nesbitt Ave S Bloomington, MN 55437 Changed: 03/30/2021 .M.fillin g Ad dress 10900 Nesbitt Ave S Bloomington, MN 55437 Changed: 03/30/2021 F01000003214 4 1-1763228 06/1 1/2001 MN ACTIVE NAMECHANGEAMENDMENT 0 1/15/2016 NONE Registered Agent Name & Address CT CORPORATION SYST EM 1200 SOUTH PINE ISLAND ROAD PLANTATI ON, FL 33324 Officer/Director Detai l Nam e & Address Title Secretary Goncalves, Ru i 10900 Nesbitt Ave S Bloomington , MN 55437 Title Director 0111s1ot1 nF CorwoR1\rio;,s https://search.sunbiz.org/lnquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=lnitial&searchNameOrder=CONVER... 1/3