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HomeMy WebLinkAbout2009-027 Purchasing - Relational Technology Solutions Proposal and SOW for Orange Co-"Your IP Communications - Convergence Partner" MaUcmal Technology Solutions Proposal and SOW for Orange County, North Carolina Enterprise Telephony Project Release Date: July 23, 2009 Table of Contents 1 PROJECT OVERVIEW .................................................................................................. ............................... .1 - 1.1 OVERVIEW ..................... - - 1.2 LOCATIONS INVOLVED ............................................................................................... ............................... - 1 - 1.2.1 Location I — Office Core - Hillsborough, North Carolina ............................... ............................... 1.2.2 I - Location 2 — Library - Hillsborough, North Carolina ...................................... ............................... 1.2.3 Location 3 — Hillsborough Commons - Hillsborough, North Carolina ........... ............................... 2 - 1.2.4 Location 4 — Link - Hillsborough, North Carolina .......................................... ............................... - 2- 1.2.5 Location 5 — Elections - Hillsborough, North Carolina .................................. ............................... - 2- 1.2.6 Location 6 — Whined - Hillsborough, North Carolina .......... ............................... ...................... - 2- ................ 1.2.7 Location 7 — Carr - Hillsborough, North Carolina .......... ............................... .......... •........ • . 2- 1.2.8 Location 8 — COSC - Hillsborough, North Carolina ...................... ............ 3- 1.2.9 Location 9 — Sawyer - Hillsborough, North Carolina ..................................... ............................... - 3- 1.2.10 Location 10 — OPT PW - Hillsborough, North Carolina ................................. ............................... - 3- 1.2.11 Location 11— CS Annex - Hillsborough, North Carolina .......................... - 1.2.12 Location 12 — Gateway - Hillsborough, North Carolina ................................. ............................... 3 - 1.2.13 Location 13 — Jail - Hillsborough, North Carolina ... ............................... .......... 4 - 1.2.14 Location 14 — Justice - Hillsboro ugh, North Carolina .................................... ............................... - 4- 1.2.15 Location 15 — Purchasing - Hillsborough, North Carolina ............................. ............................... 4- 2 PROJECT MANAGEMENT ........................................................................................... ............................... - 4- 2. l RTS SINGLE POINT OF CONTACT ................................................................................ ............................... - 4- 2.2 CUSTOMER SINGLE POINT OF CONTACT ..................................... ............................... - 2.2.1 Permits and Licenses ........................................................................................ ............................... - 5- Z2.2 Secured Storage Area and Receiving Equipme nt ............................................. ............................... 5- 2.2.3 Third Party Vendor Equipment ....................: .............. S - 2.2.4 Site Access .......................................................................................................... .............................. - 5- 2.2.5 Unencumbered Access ...................................................................................... ............................... - 5- 2.2.6 Run Sheet ........................................................................................................... ............................... 5 - 2.2.7 INADS Lines ...................................................................................................... ............................... 6- 3 CHANGE CONTROL PROCEDURE ........................................................................... ............................... - 6- 4 STANDARD SERVICE HOURS .................................................................................... .............................. - 6- 5 DESCRIPTION OF DELIVERABLES .......................................................................... ............................... - 7- 5.1 PREPARATION ............................................................................................................. ............................... - 7- 5.1.1 Pre - Implementation Design Confe rence .......................................................... ............................... - 7- 5.1.2 Site Survey (For Servers, Gateways, Messaging, Platform Migrations and Hardware / Software Upgrades) .......................................................................................................................... ......................I........ - 7 - 5.1.3 Customer IT Cable Infrastructure ................................................................... ............................... - 7 - 5.1.4 Network Assessment .......................................................................................... ............................... - 8 - 5.1.5 Site Readiness Decision .................................................................................... ............................... - 8 5.2 PRE - INSTALLATION .................................................................................................... ............................... - 8 - 5.2.1 Existing Product - Firmware Updating . ............................... ............. 8- 5.2.2 IP Addresses and Current System Information ............................................... ............................... 8- S.2.3 Registration and Staging ................................................................................... ............................... 9- 5.3 PRODUCT PREPARAITON ............................................................................................. ............................... - 9- 5.3.1 Hardware Installation ....................................................................................... ............................... - 9- 5.3.2 System Soflivare and Network Translations .................................................... ............................... - 9 - 5.3.3 Software Programming for IP Interface Boards .............................................. .............................10 - 5.3.4 Network Region Design Implementation ....................................................... ............................... -10 - 5. 4 KNowLEDGE TRANSFER ........................................................................................... ............................... 10 - 5.4.1 End Users ........................................................................................................ ............................... -10- 5.4.2 Administrator ..................................................................................................................................11- 5.5 DEP[AYmENT ...........................................................................................................................................11- 5.5.1 Cutover ...........................................................................................................................................-11- 5.5 2 First Day of Business ...................................................................................... ............................... -12- 5.6 Sourr m AssuRANcE ............................................................................................. ............................... -12 - 6 RTS AND CUSTOMER - OBLIGATIONS AND CURES ......................................... ............................... .12 - 6.1 R T S ....................................................................................................................................I.....................12- 6.2 CasTomm ............................................................................................................... ............................... -13 - 7 FEES AND PAYMENT .» .............................................................................................. ............................... .13- 8 TERMS AND CONDITIONS SPECIFIC T O THIS SOW .............. .. ............... „ ........................ .. ...... .. ... .. -13 - 9 ACKNOWLEDGEMENT AND ACCEPTANCE ......................................................... ............................... -14 - 9.1 AcKNowLEDGEMENT ............................................................................................... ............................... -14- 9.2 Acc= AHCE ............................................................................................................ ............................... -14- EXHIBITA .............................................................................................................................. ............................... -15 - EXHIBITB ................................................................................................................................. ............................ -16 - EXHIBIT C. ................... .................................... ............................... -17 - ExecutiveOverview ......................................................................................................... ............................... -17 - "Your IP Communications - Convergence Partner" Relafiional Techriloiogy solutions 1 Project Overview 1.1 Overview Orange County, North Carolina (Customer) has requested that Relational Technology Solutions (RTS) provide a proposal that includes the procurement, staging, and deployment of services. The standard interval for securing resources to initiate a project is ten (10) Business Days. The following is a brief description of the services quoted to the Customer. This work will be performed predominately at the Customer's site. There are seven (7) primary activities that will take place in successfully accomplishing this project: • Communications Manager 5.X Hardware / Software Installation • Communication Manager Messaging Installation (Up to 500 Users) • Contact Center Express Hardware Software and Installation. (CCE Professional Services will be covered under separate SOW) • HP Data Infrastructure Installation / Configuration • UPS Battery Back -up Hardware and Installation • Expanded Meet Me Conferencing (up to 50 Users) • IP Attendant Soft Console (up to 2 users) Refer to the Executive Overview, "Exhibit C ", for a narrative of activities 1.2 Locations Involved 1.2.1 Location 1 — Office Core - Hillsborough, North Carolina End User Name: Orange County, North Carolina Address: 135 W Margaret Ln. City: Hillsborough State/Province /Department: NC ZIP /Postal Code: 27278 Country: United States of America Sold To: 5125867 1.2.2 Location 2 — Library - Hillsborough, North Carolina End User Name: Address: City: State /Province/Department: ZIP /Postal Code: Country: Sold To: Orange County, North Carolina 137 W Margaret Ln. Hillsborough NC 27278 United States of America 5125048 This document is proprietary and confidential to Relational Technology Solutions. Unauthorized distribution Is prohibited. "Your IP Communications - Convergence Partner" Relational Technology Solutions 1.2.3 Location 3 - Hillsborough Commons - Hillsborough, North Carolina End User Name: Orange County, North Carolina Address: 113 Mayo Street City: Hillsborough State/Province /Department: NC ZIP /Postal Code: 27278 Country: United States of America Sold To: 5125946 1.2.4 Location 4 — Link - Hillsborough, North Carolina End User Name: Orange County, North Carolina Address: 200 South Cameron St City: Hillsborough StatelProvince /Department: NC ZIP /Postal Code: 27278 Country: United States of America Sold To: 5125945 1.2.5 Location 5 — Elections - Hillsborough, North Carolina End User Name: Orange County, North Carolina Address: 208 South Cameron St City: Hillsborough State /Province /Department: NC ZIP /Postal Code: 27278 Country: United States of America Sold To: 5125944 1.2.6 Location 6 — Whitted - Hillsborough, North Carolina End User Name: Orange County, North Carolina Address: 300 W Tryon St. City: Hillsborough State/Province/Department: NC ZIP /Postal Code: 27278 Country: United States of America Sold To: 5125943 1.2.7 Location 7 — Carr - Hillsborough, North Carolina End User Name: Orange County, North Carolina Address: 306 Revere Rd. City: Hillsborough State/Province/Department: NC ZIP/Postal Code: 27278 Country: United States of America Sold To: 5125942 -2- This document is proprietary and confidential to Relational Technology Solutions. Unauthorized distribution is prohibited. "Your IP Communications - Convergence Partner" Relational Technology Solutions 1.2.8 Location 8 - COSC - Hillsborough, North Carolina End User Name: Address: City: State /Province/Department: ZIP /Postal Code: Country: Sold To: 1.2.9 Location 9 — Sawye End User Name: Address: City: State/Province/Department ZIP /Postal Code: Country. Sold To: Orange County, North Carolina 103 Meadowlands Dr. Hillsborough NC 27278 United States of America 5125941 r - Hillsborough, North Carolina Orange County, North Carolina 110 N Churton St. Hillsborough NC 27278 United States of America 5125934 1.2.10 Location 10 — OPT PW - Hillsborough, North Carolina End User Name: Orange County, North Carolina Address: 600 Hwy 86 N. City: Hillsborough State /Province/Department NC ZIP /Postal Code: 27278 Country: United States of America Sold To: 5125940 1.2.11 Location 11 — CS Annex - Hillsborough, North Carolina End User Name: Address: City: State /Province /Department: ZIP /Postal Code: Country: Sold To: 1.2.12 Location 12 - Gate% End User Name: Address: City: State/Province/Department: ZIP /Postal Code: Country: Sold To: Orange County, North Carolina 110 E Fling St. Hillsborough NC 27278 United States of America 5125939 vay - Hillsborough, North Carolina Orange County, North Carolina 228 S Churton St. Hillsborough NC 27278 United States of America 5125938 -3- This document is proprietary and confidential to Relational Technology Solutions. Unauthorized distribution is prohibited. "Your IP Communications - Convergence Partner" RCiational Technology Solutions 1.2.13 Location 13 — Jail - Hillsborough, North Carolina End User Name: Orange County, North Carolina Address: 110 N Churton St. City: Hillsborough State /Province/Department: NC ZIP /Postal Code: 27278 Country: United States of America Sold To: 5125934 1.2.14 Location 14 - Justice - Hillsborough, North Carolina End User Name: Orange County, North Carolina Address: 110 N Churton St. City: Hillsborough State/Province/Department: NC ZIP /Postal Code: 27278 Country: United States of America Sold To: 5125934 1.2.15 Location 15 - Purchasing - Hillsborough, North Carolina End User Name: Orange County, North Carolina Address: 129 E King St. City: Hillsborough State /Province /Department: NC ZIP /Postal Code: 27278 Country: United States of America Sold To: 5125937 2 Project Management 2.1 RTS Single Point of Contact RTS will designate an RTS Single Point of Contact (RTS- SPOC), responsible for overseeing the project and all Issues related to system Implementation The RTS- SPOC will direct the Implementation process to support Installation and the scheduled in- service date. The RTS -SPOC will: • Maintain contact information for install team • Create and maintain project plan and milestone schedule. • Provide environmental specifications to Customer. • Coordinate equipment delivery and inventory management. • Manage change request process, • Schedule resources, • Conduct routine project status meetings. • Conduct project closure meeting. The RTSSPOC will be provided as a remote resource. -4- This document is proprietary and confidential to Relational Technology Solutions. Unauthorized distribution is prohibited. "Your IP Communications - Convergence Partner" Relational Technology Solutions 2.2 Customer Single Point of Contact The Customer will designate a Customer Single Point of Contact (C -SPOC) for RTS. The C-SPOC will have a thorough understanding of the Customer's business requirements and technical environment, and will be authorized to make binding decisions on the Customer's behalf. The RTS -SPOC will work with the C-SPOC to assure a successful project Implementation. The customer is responsible for the following: 2.2.1 Permits and licenses As may be required by Federal, State, or Local Government regulations, obtains all necessary permits and/or licenses required prior to Installation of equipment. Unless otherwise specified in this Scope of Work, these costs are the Customer's responsibility. 2.2.2 Secured Storage Area and Receiving Equipment The Customer is responsible for: • Accepting receipt of the now equipment. • Assuring the packages received are in good condition, except as noted. • Assuring a secured location for storage and assembly of the equipment before the identified "Material - On -Job" date is reached. 2.2.3 Third Party Vendor Equipment For Third Party Vendor(s) not Identified in this Scope of Work, the Customer is responsible to: • Verify and arrange for Installation of equipment provided by third -party vendors, including connectivity. • Ensure the performance of services provided by third -party vendors, if applicable. 2.2.4 Site Access To assure a successful and timely Installation, the Customer will provide access to the Technician, with escort if required, to all system locations. This access will be provided, up to 7 days a week, 24 hours per day, per the discretion of the Project Manager, and includes, but not exclusive to: • The server room and satellite closets. • Local Exchange Carrier's (LEC) and Inter - Exchange Carrier's (IXC) demarcation. • All locations with user equipment (i.e. telephones). 2.2.5 Unencumbered Access The Customer is responsible for taking all necessary steps to assure unencumbered access (i.e. move obstructions) to wall and floor jacks for the purpose of Installing new sets. 2.2.6 Run Sheet The Customer is responsible for: • Providing a run sheet for performing connection work at the Main Distribution Field (MDF). -5- This document is proprietary and confidential to Relational Technology Solutions. Unauthorized distribution is prohibited. "Your IP Communications - Convergence Partner" Relational Technology Solutions • Connections in Intermediate Distribution Fields (e.g., wire closets with vertical riser cable or horizontal tie cable, or campus inter - building "black" cable or fiber optic cable) unless otherwise identified in this document. 2.2.7 INADS Lines Assure that a 7x24 dedicated loop -start Central Office (CO) remote- access line Is Installed and operational no later than the date on which RTS begins work, to the server's Initialization and Administration System (INADS). An additional line is required for each additional system (I.e. Voice Mail, Call Management System, Basic Call Management System PC, Multi - Application Platform for Communication Manager, etc.). If the Customer has Direct Inward Dial (DID) service, these additional lines may be DID stations. 3 Change Control Procedure A mutually agreed upon "Freeze Date" between the Customer and RTS will be established. The "Freeze Date establishes a stopping point for normal customer change activity. After the "Freeze Date," any required customer changes will need to be routed through the C -SPOC, and will need to obtain authorization from the RTS -SPOC before execution. RTS will respond promptly to Customer's change requests. Change requests to the project will be accepted by RTS only if the work can be completed by the In- Service Date. if there are change requests that cannot be processed by the In- Service date, or changes that are outside the odg €nal Scope of Work as defined in this document, then these changes will be processed as stand alone transactions or as part of a future project, and will be billable to the customer. Changes will be valid only where agreed in writing and signed by both parties. Changes may result in additional charges. 4 Standard Service Hours Unless otherwise specified in this Scope of Work, pricing is based on the assumption that Services will be performed between 8:00 AM and 5:00 PM local site time, Monday - Friday, excluding RTS - designated holidays ( "Standard Service Hours'. Work performed outside Standard Service Hours may be subject to overtime charges at the following rates: Straight Time 8:00 AM to 5:00 PM, Monday through Friday. Time and 112 5:00 PM to 8:00 AM, Monday through Friday, and all day Saturday. Double Time All day Sunday, Monday 12:01 AM to 8:00 AM, and Designated Holidays. All interruptions of existing service have been figured as "after hours ". All other tasks will be performed during standard business hours. These provisions also apply for any Time and Material work required that Is outside of this Scope of Work, or Time and Material work that falls under the category of Change Control. -6 -. This document Is proprietary and confidential to Relational Technology Solutions. Unauthorized distribution Is prohibited. "Your IP Communications - Convergence Partner" Reanal Technology Solutions 5 Description of Defiverables 5.1 Preparation 5.1.1 Pre - implementation Design Conference RTS will remotely conduct a pre- Implementation design conference call to; ■ Review Customer's technical environment and confirm its compatibility with the associated application. ■ Review Implementation schedule. ■ Verify that system(s) Islare registered. ■ Verify that all other Implementation prerequisites have been met. 5.1.2 Site Survey (For Servers, Gateways, Messaging, Platform Migrations and Hardware / Software Upgrades) RTS will work with Customer's project coordinator to: • Identify site survey locales. • Determine the need and extent of the Site Survey(s). Site survey(s) will be completed, as needed, prior to hardware delivery. Site survey(s) will be performed remotely unless otherwise stated. Site survey activities may include: • Inspecting equipment room (on -site or via digital pictures). ° Inspecting existing equipment configurations (via remote access or Customer provided reports). ° Verifying power requirements. ■ Checking other environmental specifications. 5.1.3 Customer IT Cable infrastructure The Customer is responsible for assuring that the existing IT Infrastructure will meet the requirements of this project: ■ Assuring that all telephone and data jacks have ID numbers that correlate to iD numbers on the Main Distribution Frame (MDF), any Involved Intermediate Distribution Frame(s) (iDF), and that the Network DMARC points can be connected to RTS' equipment with the provided cables. ■ Repair, replacement, tagging, or demarc extension, as may be required to fulfill the requirements of the project. if the RTS - assigned Field Engineer determines that the required wiring work will delay system cutover, the Customer may: ■ Proceed with a partial installation, with completion of the installation once repairs to the IT Wire Infrastructure are completed. • Reschedule installation for a later date. Note: Delayed and rescheduled work will be subject to the RTS then - current Time & Materials rate. -7- This document is proprietary and confidential to Relational Technology Solutions. Unauthorized distribution is prohibited. "Your IP Communications - Convergence Partner" Technology Sokttlons 5.1.4 Network Assessment A Voice Readiness Discovery Is not included as part of this project. The Customer will either sign an Avaya Network Assessment Waiver, or will secure a network assessment to document the readiness of the network to support the proposed solution. RTS will use the previous Embarq Network Assessments as a baseline. (See "Statement of Network Performance Responsibility" in Exhibit C) for details. Orange County will be required to sign the Network Assessment Waiver form to move forward with Avaya Maintenance Support. This waiver confirms that the Orange County Network meets minimum compatibility standards. 5.1.5 Site Readiness Decision NOTE:' Customer will receive a list of deficiencies, If any, and will be informed of the RTS site - readiness decision (go /no go). 5.2 Pre - Installation 5.2.1 Existing Product Firmware Updating For re -used existing equipment, RTS will perform a Firmware Vintage Discovery: • Any cards requiring updating or replacement will be identified. • Unless otherwise stated in this Scope of Work, the Customer is responsible for assuring that all cards are current on their firmware updates. • When updates are required, and RTS has been retained to perform the updates: • Where possible, firmware updates will be performed in a no-disrupt€ve manner. • All no- disruptive updates will be performed during business hours.. • All disruptive updates will be performed out -of- hours, on a schedule coordinated with the C- SPOC. • A final report showing firmware of all cards will be generated 5.2.2 IP Addresses and Current System information RTS and the Customer will jointly perform the following: All IP Addresses for all equipment Involved in the project will be identified by the Customer. • The Customer and RTS will review the report Identifying all IP Addresses for all equipment involved In the project, and will jointly agree to its acceptance. • The Customer will provide RTS with the new IP Address Information for all equipment associated with this project, including, but not limited to, IP Address, Subnet Mask, Default Gateway, VIAN, and DNS. • The customer will provide network diagrams to assist RTS Programmers and Engineers In determining all required TCP /IP addresses. • The Customer will be responsible for making all required changes to their Ethernet network equipment. -8- This document is proprietary and confidential to Relational Technology Solutions. Unauthorized distribution is prohibited. "Your IP Communications - Convergence Partner" Relational Technology Solutions • in a coordinated effort, RTS will apply the agreed upon IP Information to the equipment involved in this project, specific to the IP Address, Subnet Mask, Default Gateway, VLAN, and DNS, provided by the customer. • All equipment will be tested for connectivity, and any connectivity issues will be Identified. • RTS will work with the customer in the resolution of all connectivity Issues, specific to this project. Re- testing will occur until a satisfactory solution is reached. • The Customer will provide RTS with information on the existing system's programming, pertinent to this project. 5.2.3 Registration and Staging RTS will perform the following • Pre - Registration of system with Avaya ° Prior to hardware Installation, RTS will perform the following activities: • Inspect equipment for quality and quantity. • Report any shortages or overages to project coordinator. • Assemble hardware and firmware components. • Create and download all necessary Remote Feature Activation (RFA) license(s) and password file(s) needed for the new Implementation / upgrade. • Install the RFA files on the involved systems. • Load system and application software, patches, firmware upgrades, system translations and system configurations. • Test application, Including solution components, component integration and call processing. 5.3 Product Preparation 5.3.1 Hardware Installation The RTS - assigned Field Engineer will: • Unpack, inspect and Inventory hardware. ° Install hardware and connect all adjuncts to Communication Manager Server, if applicable. ■ Install software and firmware upgrades, if applicable. • Observe units upon power -up and verify successful completion of self -test diagnostics. 5.3.2 System Software and Network Translations RTS will: • .Activate Customer's dial plan, based on system requirements. ■ Program system Software and Network Translations (SNT's) for Customer. • This task Includes: • One ARS table to coincide with COR -9- This document is proprietary and confidential to Relational Technology Solutions. Unauthorized distribution is prohibited. "Your IP Communications - Convergence Partner" �al Technology Sokttions • ARS dialed strings, including: o Emergency: three dialed digits (for example, 811) o Local: 2 to 10 dialed digits (for example, 2xx -xxxx or 2xx- xxx -xxxx) o Long distance: 11 dialed digits (for example, 1 +xxx- xxx -xxxx) o International: maximum of 18 dialed digits Note: Any changes requested by Customer after the software download may result in additional charges. 5.3.3 Software Programming for IP Interface Boards RTS will ° Input the translations for the IP interface board configuration, into the server. The IP interface board configuration will require matching settings on the Ethernet switch in which the boards terminate. ■ Make the physical connection to Customer's LAN and program the IP address provided by Customer, once the corresponding settings have been verified by Customer on the terminating Ethernet switch. ■ Provide feature access codes to Customer. Customer will be able to access switch administration via the administrator's PC. 5.3.4 Network Region Design implementation RTS will implement, test and validate the network region design based on the following Customer requirements: ° Available bandwidth between regions ° Estimated calf volumes between regions ° QoS policy, as defined by Customer • Failover /DR practices and policies ° Complete IP address scheme provided by Customer ° VLAN settings ° Port speed/duplex settings Although the network region configuration will be defined at the Communication Manager server, it will affect all IP phones, gateways and devices that register to the Communication Manager server. 5.4 Knowledge Transfer 5A.1 End Users Instructor Led Knowledge Transfer for End Users: ■ Instructor -led classes are conducted Monday through Friday, 8:00 am to 5:00'pm local time, excluding, designated holidays. Class time is available for a minimum of four hours. Additional training is available In four -hour blocks. Multiple trips will constitute multiple blocks of hours. ■ The Customer's End Users will be familiarized on the following, as applicable to the Installed equipment and the outlined Statement of Work: Set Volume Control, Set Speakerphone, Answer a Call, Make a -10- This document is proprietary and confidential to Relational Technology Solutions. Unauthorized distribution is prohibited. "Your IP Communications - Convergence Partner" Relational Technology Solutions Call, Hold a Call, Transfer a Call, Conference a Call, Drop a Conference Call, Send Calls, Speed Dial programming & Use, Access Voice Mail, Configure the Voice Mailbox, and Get Voice Mail Messages. Duration varies, based on system type, but should not last more than one (1) hour. Class size is limited to fifteen (15). • RTS and Orange County will work together to set up the training room(s) RTS will be using the phones that are ordered as a part of the project for training? The final installed locations will received formal training prior to their installation date to avoid running out of training phones. • Additional, site specific training, if needed. (Training will be conducted in accordance with the formal RFP response) 5.4.2 Administrator Instructor Led Knowledge Transfer for the Administrator: • Instructor -led classes are conducted Monday through Friday, 8:00 am to 5:00 pm local time, excluding, designated holidays. Class time Is available for a minimum of four hours. Additional training is available in four -hour blocks. Multiple trips will constitute multiple blocks of hours. ■ The Customer's Administrators) will be trained on the following, as applicable to the installed equipment and the outlined Statement of Work: Access the System(s); Change User Configurations specific to Name, Location, Permissions, and Passwords; Lists information specific to Stations, Mailboxes, Permissions, Trunks, Call Routes, and Facilities Utilization. It is anticipated that this will take eight (8) hours, and is limited to three (3) seats. Additional charges will apply if additional seats are desired. Application knowledge transfer (example - Avaya Site Administration), unless otherwise stated In the Statement of Work, Is considered billable, and additional charges will apply. 5.5 Deployment 5.5.1 Cutover in general: • Cutover €s the activation of network dial tone. Cutover activities consist of turning down the old system (if appropriate) and activating the new system (i.e. cutting over the old facilities from switch to switch). Any non - cutover activities (e.g. station installation, software translations, testing T1s, etc.) will incur incremental charges if performed outside of business day hours, unless otherwise specified In this document. • Non - disruptive cutover activities will be completed between 8:00 am and 5:00 pm, local time; Monday through Friday, excluding RTS designated holidays. Any work performed Out of Hours, and not been previously identified in this Scope of Work as Out of Hours work (5:00 pm and 8:00 am Monday through Friday, and /or all day Saturday, Sunday, and designated holidays) will incur incremental premium charges. -11- This document is proprietary and confidential to Relational Technology Solutions. Unauthorized distribution is prohibited. "Your IP Communications - Convergence Partner" Retalloonal Technology Solutions Specific to this Scope of Work, the following actions will occur as part of the cutover process; • Cutover will occur at a time mutually agreed upon time by the Customer and RTS. • Disruptive cutover activities will be performed after hours. • RTS will assure health of all hardware and services involved In the Scope of Work before commencing work, identifying and recording all alarms and errors. If any alarms and/or errors exist, a "go / no go" termination will be made. • Non - disruptive tasks shall be performed during business hours, unless specifically stated otherwise in this document. • On Site Technician connects ports to distribution system. • On Site Technician connects ports to Local Exchange Carrier (LEC) and the Inter- Exchange (IXC) Trunks • On Site Technician places & initializes Phones On Site Technician makes test calls, €ntra- system, inter - system, and to the Public Switched Telephone Network (PSTN) ■ Test "9, 911" and "911" ■ Status the health of the system and resolve or account for any errors or alarms that exist on the system, to the satisfaction of the Customer. • Installation is considered complete. 5.5.2 First Day of Business RTS will: • Provide an on -site Technician to resolve any physical problems resulting from this project. Activities are performed during business hours, Monday through Friday; excluding designated holidays. The staffing period for this resource is 8 hours. • Perform Final Registration with Avaya 5.6 Solution Assurance After installation Is complete, the Installed system will be tested with the Customer present. If the system is installed in good working order, In accordance with the applicable documentation, the system will be deemed In- Service, and the Customer will sign RTS' Acceptance Document. After the In- Service date, service work is warranted for a period of 30 calendar days. 6 RTS and Customer - Obligations and Cures 6.1 RTS RTS warrants that the Services will materially conform to the specifications set forth In this SOW upon completion thereof. If RTS fails to provide the Services as warranted and Customer notifies RTS of such non- -12- This document is proprietary and confidential to Relational Technology Solutions. Unauthorized distribution Is prohibited. "Your IP Communications - Convergence Partner" Relational Technology Solutions conformance in writing within ten (10) days from the date RTS completes the Services, then RTS will, at its option, either (1) re- perform the Services at no additional charge to Customer, or (ii) refund the portion of the fees paid by Customer for the affected Services. This remedy will be Customer's sole and exclusive remedy and In lieu of any other rights or remedies Customer may have against RTS with respect to the non- conformance of the Services. If Customer does not notify RTS of any material non - conformity within the ten (10) day period, Customer will be deemed to have accepted the Services. 6.2 Customer If the Customer fails to meet its cooperation obligations under this SOW or as otherwise provided in the Customer's commercial agreement with RTS, RTS may delay or suspend its delivery of Products or performance of Services relating to Customer's failure and charge Customer for resulting reasonable out -of- pocket expenses. If the failure continues for thirty (30) days following RTS's written request to Customer to meet these obligations, in addition to the remedies above RTS may treat the order as if Customer cancelled the order after delivery. Costs incurred by RTS due to non - performance by Customer or Customer's vendors) may result In additional charges, which RTS will Identify in writing for Customer. 7 Fees and Payment The fees for performing Services described in this SOW will be payable as set forth In RTS Sales Order Quote number ORD- 22047- XWW7HF. 8 Terms and Conditions Specific to this SOW This Scope of Work ( "SOW") Is entered into as of July 23, 2009 (the "Effective Date ") by and between Orange County, North Carolina (Customer) and Relational Technology Services, Inc. dba Relational Technology Solutions ("RTS "), for the services described herein (the "Services "). This SOW is Issued pursuant to the Master Sales and Professional Services Agreement dated June 3, 2009 ( "Master Agreement") and/or the RTS sales quote number ORD- 22047- XWW7HF ( "Quote"), between RTS and Customer and the terms and conditions of such Master Agreement and/or Quote are hereby Incorporated. in the event of a conflict between this SOW, the Quote, and the Master Agreement, the order of precedence will be (1) the Master Agreement, (2) the Quote, and (3) the SOW. The Information in this SOW shall be considered confidential, protected and trade secret material not to be disclosed outside of RTS or Customer and shall not be duplicated, used or disclosed in whole or in part for any purpose other than to evaluate the work to be performed by RTS. -13- This document is proprietary and confidential to Relational Technology Solutions. Unauthorized distribution is prohibited. "Your IP Communications - Convergence Partner' bl tional Ibchnology Solutions 9 Acknowledgement and Acceptance 9.1 Acknowledgement This Scope of Work has been prepared by: Name: Dennis Husmann Title: Quality Assurance Manager Date: July 16, 2009 I, Daniel nn as the assigned Relati a echnology Solutions Account Manager, have reviewed this Scope of Wo and est to I accuracy. 7, (Signature) (Date) 9.2 Acceptance Customer agr this d ument. t By: I Y/ (Signature) (Date) Name: Va Erie, Fouyhee Title: l ttbov 16oc This Instrumenibas been approved as to legal form and sufficiency. Cblnty Attor s instrument has been approved as to technical content. Departme Direc r This instrument has been pre - audited in the manner required by the local Government Budget and Fiscal Contro t. - -F OFFICER -14- This document is proprietary and confidential to Relational Technology Solutions. Unauthorized distribution is prohibited. Rela oral Technology Solutions "Your IP Communications - Convergence Partner" EXHIBIT A Certificate of Project Completion to Scope of Work dated July 6, 2009 for ENTERPRISE TELEPHONY UPGRADE PROJECT Customer Name: Customer Address: Work location(s): In- Service Date: Customer Sold to: System Type: Notlfication of Acceptance: • RTS hereby certifies that the Services have been completed and tested and found to be operational in conformance with specifications set forth in the Scope of Work. • All RTS warranties commence as of the above In- Service Date. • Customer certifies that the Services described in the Scope of Work have been completed for the location(s) specified above, tested and inspected by Customer, found to be in good order in conformance with the specifications set forth in the Scope of Work, and are accepted by Customer as of the In -Service Date. • Customer agrees to submit payment based on terms of invoices received from RTS. Accepted and Agreed: SAMPLE ONLY RTS Authorized Representative NOT FOR EXECUTION Print Name Title Date SAMPLE ONLY Customer Authorized Representative NOT FOR EXECUTION Print Name Title Date -15- This document is proprietary and confidential to Relational Technology Solutions. Unauthorized distribution is prohibited. Reta�i�rna� Technology SokAons "Your IP Communications - Convergence Partner" EXHIBIT B NETWnRK ASSF _q_gUF:NT WnIVFR PnPU Customer Name Customer Site' Address' Date: Submitted Type of Exception. Requested One Time Network Assessment Exception ❑ Blanket Network Assessment Exception for Customer ❑ Name of..C- SPOC..'.., ... ;. ;; 177�7.est Name: Phone Number: Email Name of RTStiSPOC Name: Phone Number•_.., .: Email: Provide Brief Description of Proposed Solution :: . Provide: Brief Descri tion. of Rational. for Exception;.*..*'. Check Exce flan El Customer refuses to complete a Network Assessment confirming their Network meets minimum compatibility standards. ❑ Customer refuses to provide a Network Topology Map providing details on the actual hardware In the network and connection diagrams. ❑ Customer refuses to provide a Network Design outlining where and how endpoints and servers are connected. The Network Design Identifies the type of trunking used between locations and /or between locations and the public network. ❑ Customer has performed network readiness assessment but refuses to perform remediation tasks Identified. ❑ Customer purchased network readiness assessment but will not allow RTS to perform assessment prior to VOID Implementation. Approval of this type of exception requires a change management event to orl inal SOW. Please an:'ewer thefoiloVin uestions to:'facilitate. ex " " aiorf roessin " 1. Is Customer migrating to a converged environment that will have multiple applications transversing across It other than voice? Will there be multiple locations Involved in this o rtuni ? Yes[] NoEl 2. Is Customer first time deploying Voice over IP Telephony? YesEl NoEl 3. Is Customer network adequately equipped to support Voice over IP Telephony, etc. QoS capable, VLANS capable? Yes❑ NoEj 4. Does Customer have the capabilities to generate Delay, Packet Loss and Jitter statistics? Yes No[] 5. Is this a new infrastructure? Yes[] I No 6. Does Customer have successful experience deploying IP telephony in Yes No El past? By executing this network assessment waiver, Customer will be responsible to ensure their network meets the minimum requirements as outlined In the "Avaya IP Voice Quality Network Requirement" white paper. It the waiver is approved by RTS, an authorized representative of RTS will countersign this form. If the waiver Is denied, a change order is required to add the network assessment specifications and associated costs to the Scope of Work. Customer Signature. Date: rove[/ t)enial .' Waiver roved. ❑ Waiver Denied. I Li Authorized By:: -16- This document is proprietary and confidential to Relational Technology Solutions. Unauthorized distribution Is prohibited. � elmilchid TechnalogySolutions "Your IP Communications - Convergence Partner" EXHIBIT C Executive Overview The following is a brief description of the services to be quoted to Orange County on quote number ORD- 22047-XWW7HF. This work will be largely performed on -site of, ORANGE COUNTY Government at various sites in Hillsborough, North Carolina. RTS will provide labor and project management for the implementation of new Power Over Ethernet (POE) HP Data equipment and a new Avaya Communication Manager voice system. RTS will not be required to provide any materials (rack hardware, patch cables, etc.) for this project. HP Data Equipment Upgrade RTS Communications (RTS) will bench prepare and install thirty-nine (39) Hewlett-Packard (HP) Ethernet switches as designed in existing ORANGE COUNTY offices and the newly constructed "Office Building ". Switches will replace existing Cisco equipment which will be removed from the facilities and returned to a COUNTY provided central depot In Hillsborough. This new infrastructure will be configured to work with existing COUNTY HP Ethernet switches, routing equipment and the new Avaya Communication Manager IP Voice system (via the implementation of a new "Voice" vlan). RTS will consult on the layout, design, location, and IP schema for this portion of the project, but those specifications will ultimately be the decision of ORANGE COUNTY management. Any non - standard connections or configurations will be the responsibility of ORANGE COUNTY. CM5 Hardware 1 Software Upgrade RTS will install and configure the Avaya Communication Manager (ACM) S85001S8300 Media Servers, and G450 and G430 Media Gateways at ORANGE COUNTY facilities to provide a redundant voice system. Three (3) DS1 interfaces will be installed and configured with the customer's telecom vendor. Additionally, RTS will worts with the COUNTY's current vendor to network existing voice equipment via two PRI circuits providing "tie -line" connectivity between the existing Norte[ 61C and the new Avaya CM system. RTS will remove existing Nortel telephones as each site is converted to the ACM voice system: Also, RTS will provide labor to remove the Nortel Option 61 C at the completion of the project. RTS will be responsible for the proper disposal of the existing systems and station equipment. RTS will not reprogram existing Nortel -17- This document is proprietary and confidential to Relational Technology Solutions. Unauthorized distribution is prohibited. "Your IP Communications - Convergence Partner" Relational Technology SokAons equipment during the transition. (Customer agreed to assist with disposing the equipment if we choose to donate it after the installation). ORANGE COUNTY "cutover" to the new system will be accomplished with a phased approach by physical location. The "cutovers" will be accomplished afterhours by the COUNTY's existing telecom provider and RTS will only provide testing and support of these cuts. Coordination of the movement of the existing DID's to the new Avaya connected PRI's will be the responsibility of ORANGE COUNTY. ORANGE COUNTY is responsible for providing all cabling for these task and insuring that feature capabilities of the new hardware support the capabilities needed by ORANGE COUNTY (COUNTY). RTS will also provide labor for the Installation of the Contact Center Express server(s) (CCE). RTS will install Avaya Soft Console for operator console use on two (2) ORANGE COUNTY provided PC's. RTS will install all required RFA licenses for the described products as well as final product registration with Avaya Global Services for the purposes of warranty and ongoing maintenance support. RTS will provide a standard CDR link via an Ethernet IP connection for the purposes of connecting to the COUNTY'S INFOTEX Call Accounting System. The COUNTY will be responsible for providing compatible call accounting hardware and software for this purpose. RTS will provide administrator training to COUNTY staff members for the basic ongoing operation of the ACM system. ORANGE COUNTY will provide labor to set and test new IP telephone sets at all sites as indicated below. RTS will provide technical training and coordination to assist in the installation of IP telephone sets. RTS will be responsible for the installation of all TDM (analog and digital) telephone sets. Customer Installed IP Phones will be based on the following understanding: • Customer will add station in Avaya Communication Manager (ACM) software. This assigns the extension number, phone features, and restrictions. • Customer will provide all logistics to locate telephone set to the Installation location, remove packaging, assemble, place, properly connect, and acquire new firmware, login, and test the IP station. • Customer will print, cut, and place phone label (if needed). • Customer will provide all troubleshooting and any reconfigurations needed for individual stations. • RTS will provide initial training required to accomplish these tasks, assist in the first installation. -18- This document is proprietary and confldentlal to Relational Technology Solutions. Unauthorized distribution is prohibited. `lour iP Communications - Convergence Partner" Rely "Mm Technology Solutions CMM Voice Map ORANGE COUNTY's voice mail will be replaced by an Avaya Communication Manager Messaging (CMM). RTS will provide integration with the upgraded Communication Manager platform. RTS will install a new user mailbox account as required. RTS will also configure any automated attendants to be needed by the COUNTY departments. RTS will provide administration training to COUNTY staff members as a part of this implementation. Site -by -Site retails (Voice Implementation) Phase 1A - PUmNisig.• RTS will Install a G430 gateway and 1 UPS. This gateway will be the single point of Integration with the COUNTY'S existing Norte( Option 61 C. The integration will be configured as two (2) PRI "tie- lines" designed to cant' inter- system traffic as needed during the phased voice transition. Phase 1B- OffbeBkuliffirg.• RTS will install a S851 0/G450 CM 5.X with 716 Station RTU. One (1) AES Server for integration to two (2) Contact Center Express Servers. One UPS back -up system will also be installed at this location to support all listed Hardware. RTS will implement Communication Manager Messaging (CMM) on the S8510 server at this site to serve all voice mail needs throughout the County. This location will serve as the future core of the enterprise. 2 PRI Trunks will be run out of this location once the Nortel at the purchasing location has been terminated. RTS will Install 5 IP End Points and 9 analog at this location. Orange County will install the remaining 80 IP Endpoints. Phass2 -LAV .• RTS will Install a G430 gateway and 1 UPS. RTS will Install 0 IP End Points and 3 analog at this location. Orange County will install the remaining 14 IP Endpoints. Phase 3 —H kkrogg/i Commons: RTS will Install a S8510 LSP / G450 gateway and 1 UPS. RTS will install 0 IP End Points and 17 analog at this location. Orange County will install the remaining 200 IP Endpoints. One (1) T1 will also be installed at this location. Phase 4— Lk* Center RTS will install a G430 gateway and 1 UPS. RTS will install 40 IP End Points and 4 analog at this location. Orange County will install the remaining 0 IP Endpoints. Phase r E/e� RTS will install a G430 gateway and 1 UPS. RTS will install 0 iP End' Points and 5 analog at this location. Orange County will Install the remaining 8 IP Endpoints. Phase B- W ftd• RTS will install a S8300LSP /G450 gateway and 1 UPS. RTS will install 93 IP End Points and 1 i analog at this location. Orange County will install the remaining 0 IP Endpoints. -19- This document Is proprietary and confidential to Relational Technology Solutions. Unauthorized distribution is prohibited. "Your IP Communications - Convergence Partner" Relational Teelmology Solutions Phase T- Cain- RTS will install a G430 gateway and 1 UPS. RTS will Install 34 IP End Points and 4 analog at this location. Orange County will Install the remaining 0 IP Endpoints. Phase 8- COSC.• RTS will install a G430 gateway and 1 UPS. RTS will Install 0 IF End Points and 3 analog at this location. Orange County will Install the remaining 7 IP Endpoints, Phase 9- Sawyer• RTS will install a G430 gateway and 1 UPS. RTS will install 11 IP End Points and 1 analog at this location. Orange County will install the remaining 0 IP Endpoints. Phase 10- OPTPW.• RTS will Install a G430 gateway and 1 UPS. RTS will install 22 IP End Points and 5 analog at this location. Orange County will install the remaining 0 IF Endpoints. Phase 11- CSAAWAX Location will be connected via Copper through another existing gateway. RTS will Install 0 IP End Points and 11 analog at this location. Orange County will install the remaining 0 IP Endpoints. Phase 12- Gaegay RTS will Install a G430 gateway and 1 UPS. RTS will install 63 IP End Points and 6 analog at this location. Orange County will install the remaining 0 IP Endpoints, Phase 13 -.W..- RTS will install a G430 gateway and 1 UPS. RTS will Install 0 IP End Points and 2 analog at this location. Orange County will Install the remaining 6 IP Endpoints. Phase 14- JWdLe: RTS will install a G430 gateway and 1 UPS. RTS will install 0 IP End Points and 3 analog at this location. Orange County will install the remaining 39 IP Endpoints. Adjunct Equipment and Offer Services RTS will provide Project Management of all services described above and will provide coordination between RTS, ORANGE COUNTY. RTS will provide end -user training on the ACM voice system telephones and CMM voice mail. RTS will not provide configuration or training on Call Center adjunct systems (CCE) within this SOW. Statement of Network Perfrnmance Responsictlity. In as much as RTS will be Installing and configuring new LAN "edge" equipment that will directly connect all components of the Avaya Aura voice system, RTS will take responsibility for proper configuration, testing, and documentation to Insure acceptable performance and coverage under Avaya Global Services Maintenance. For these requirements, reference the Avaya LAN Administration Guide ( htW :flpreview.tinyuri.com/nt993g). -20- This document Is proprietary and confidential to Relational Technology Solutions. Unauthorized distribution is prohibited. "Your IP Communications - Convergence Partner" Relational Technology Soht#lons Orange County Government shall assume all responsibility of equipment and vendors not covered under this contract (e.g., WAN carrier(s) and other infrastructure equipment). This responsibility Includes, but is not limited to, system performance, maintenance, and reliability. While RTS will consult with Orange County and its other vendors for the purpose of isolating and resolving performance issues, any configuration and/or equipment changes required will be the responsibility of Orange County Government. RTS will accommodate changes In the sequence of the different phases with the understanding that all parties provide ample notice in advance of a change. RTS will indicate In advance if the phase change would require a change order. Changes to this SOW must be agreed to in writing and signed by both parties. Changes may result in additional charges. -21 - This document is proprietary and confidential to Relational Technology Solutions. Unauthorized distribution is prohibited. "Your IP Communications - Convergence Partner" �#t IQFI,: 1.0 July 23, 2009 Daniel Dunn Initial Draft 1.1 July 23, 2009 Dennis Husmann Change disposal to reflect RFP 1.2 8 -5 -09 Daniel Dunn Various Changes to the SOW 1.3 8 -5 -09 D. Ackerman Format/PDF -22- This document is proprietary and confidential to Relational Technology Solutions. Unauthorized distribution Is prohibited. Quote/Salas Agreement 200 South Cameron Street M isborough, NC 27278 David Camel Regional Offim- Rotational Technology Sarvlc s, Inc, 1818 Airport Road - Suite 202 Chapel Hill, NC 27514 Phone: 888- 262 -6396 Fatc 224345.3213 (XX) Milestone Bllkup: ( X ) HardwaralSoftwara upon Delivery (X) Services upon awn (X) Software supP"t, 8 applicable, upon PrMact completion AI unopened or uninstalled hardware may be returned to FITS wi8tn twenty (20) days of delivery, subject to a 20% restocking fee. All applicable taxes, fees and other similar charges vrill be assessed on this Sales Order based upon the far al htstaWtlon location. Customer vale be responsible for an applicable taxes, fees and other similar charges unions Customer Is exempt and provides ffrS with the necessary supporting documentation prior to shipment Th/a Sales Oder QUOTE Is valid until., 07/0&08 No Partial Orders. O)RD- 22047- XWW7HF Dan Dunn 7117108 ASAP NOTE. and 418.318.73 _.,._. -• Tax and Shlpping � I�dad 318.73 Spocial Instructions •- See attached spreadsheet for cost breakdown details- RTS I stalWon and projed management service descriptions will be set forth in a separate scope of WIN be ffRAu ly agreed upon by RTS and Customer. This Order Is issued pursuant to, and Is subject to the creation of, the Master Sales and Professianai Services Agreement between RTS and Customer dated as of June 3, 2009- - Battery Back -up Systems are provided to support the telephony gateways resident POE s itchs, All remaining UPS gear that will support POE Switches In the closets that do not have gateways wei procured and Installed by One customer. - Aveya Software and Hardware Support for Year Two support will be covered under a separate contact. , Please sign below and return to your Sales Executive acknowledging acceptance of this Sales Order This ins iment h en approved to legal form and sufficiency. my Attorney JA Instrument has been approved as to technical content Departm , t Dire or This instrumqnt has been pre - audited in the manner required by the L cement Budget and Fiscal Control Act. ,--�NAV OFFICER PO Number Pridng Worksheet -OC495 Rnal0T609 -*4 RTS QUOTE to Customer, page 1 of 1 Avaya Telephony 1 '"dware 1 sonwam / Y1 Support 1 Telephone System as Configured U56,771.73 2 PM / Installation Services 1 Telephony System as Configured $89190.00 3 Hardware f Software 1 Voksmal System as Conflguradl to SW Users $0.00 4 tutallation Services 1 Vokemal System as Con Irichxled in Telephony System Mute $0.00 5 Haftwarerll Support 1 Contact Canter System as Configured $10730.40 6 Software 1 Contact Canter System as Conligured $18,780.00 7 Pro SravicesPM Suppo rt 1 Contact Center System as Configured $25.014.00 B Training 1 Trailing Costs T dmkt / Endusso $16,M.00 9 Hardware 1 Bathe Back-up s $36,911.57 10 Installation Services 1 Badery Back-up tems 275.00 11 Installation Ser Acas 1 HP Switches $18,M88 12 Hardwarel3oftwrarelinstell . 1 Expanded Meet Me Conferancing $15,010.00 13 Software 2 PC Console $Z766.00 14 Services 1 Project Management Entire Pro" $5,355.00 15 $•00 16 Crediti 1 1 Nortel Trade-in Rebate •388,584,84 418.318.73 _.,._. -• Tax and Shlpping � I�dad 318.73 Spocial Instructions •- See attached spreadsheet for cost breakdown details- RTS I stalWon and projed management service descriptions will be set forth in a separate scope of WIN be ffRAu ly agreed upon by RTS and Customer. This Order Is issued pursuant to, and Is subject to the creation of, the Master Sales and Professianai Services Agreement between RTS and Customer dated as of June 3, 2009- - Battery Back -up Systems are provided to support the telephony gateways resident POE s itchs, All remaining UPS gear that will support POE Switches In the closets that do not have gateways wei procured and Installed by One customer. - Aveya Software and Hardware Support for Year Two support will be covered under a separate contact. , Please sign below and return to your Sales Executive acknowledging acceptance of this Sales Order This ins iment h en approved to legal form and sufficiency. my Attorney JA Instrument has been approved as to technical content Departm , t Dire or This instrumqnt has been pre - audited in the manner required by the L cement Budget and Fiscal Control Act. ,--�NAV OFFICER PO Number Pridng Worksheet -OC495 Rnal0T609 -*4 RTS QUOTE to Customer, page 1 of 1 la Technology Solufixis Statement of Work Contact Center Express Implementation Prepared For: Orange County, NC Statement of Work No. ORD- 23171- EA2E50 6/23109-/V-1.0 Relational Technology Solutions "RTS" — Proprietary 1 RehiWnW Technology PROFESSIONAL SERVICES STATEMENT OF WORK This agreement ( "Statement of Work'j dated as of May 7, 2009 is entered into between Orange County ( "Client ") with an address for purposes of this Statement of Work at 200 South Cameron Street, Hillsborough, NC 27278, and Relational Technology Services, Inc. d/b /a Relational Technology Solutions ( "RTS ") having Its principal address at 1070 Polaris Parkway, Suite 200, Columbus, OH 43240. This Statement of Work covers only the services described herein (the "Services "). The Information in this Statement of Work will not be disclosed by Client to any third party and will not be duplicated, used or disclosed in whole or in part for any purpose other than to evaluate the Services to be performed by RTS. RTS will provide services to deploy Avaya Contact Center Express (CCE) for voice, email, and chat. CCE Desktop The CCE Desktop will be deployed for all contact center agents. The voice channel will be configured to facilitate handling of inbound voice calls (agent login, state change, wallboard, presence) for 26 workstations. The email and chat channels will be configured to receive multimedia contact for four workstations. Email Contact Center Express will be configured to accept delivery of email items to CCE Users. The CCE Email Media Store will communicate with Client's Email Server using POP3 and SMTP. The Phantom Call feature of Avaya Communications Manager will deliver the email agents CCE Desktop. The agent can then process the email message. The system allows for the Phantom Call to remain during processing keeping reports consistent with voice calls. Chat Contact Center Express includes an ASP -based chat capability which can be installed to Client's Microsoft Internet Information Server. The CCE Server may host this service for light usage, but will have to be accessible to the Internet to allow use by customers. Client will need to add a "Chat" button to their external web site which directs to the address of the IIS server running the Chat service. Customers may then communicate with agents using the CCE Desktop. Similar to Email routing Chat requests are queued to skills using the Phantom call feature using the Avaya contact center software for agent selection. Reports Contact Center Express offers a catalog of real -time and historical reports via the CCE Reporting application. All report data is stored in a Microsoft SQL Database. Contact Center Express includes for no additional charge Microsoft SQL Server 2005 Express edition. This edition does not include the SQL Reporting development tools to create custom CCE Reports. If Client requires the ability to create custom reports then SQL 2005 Standard or Enterprise edition must be purchased along with additional Implementation charges. CCE Server RTS will install and configure the necessary components on a Windows 2003 server (to be acquired by RTS under a as a part of quote number ORD- 22047- XWW7HF) to support the CCE Desktop client application, voice channel, and preview contact channel. Server components include: • License Director • Application Management Director • Configuration Server • XML Server • Contact Database • Media Director • SQL 2005 Express Database • Web Chat Gateway Statement of Work No. ORD- 23171 -EAMSO 6/231014- /v.1,0 Relational Technology Solutions 'RTS" — Proprietary 2 • Interaction Data Servers for Multimedia, Voice & Presence, and View • Email Media Store vp__. 2.1 Fees and Expenses. Contact Center Express (CCE) Implementation CCE Desktop (first 10 workstations) $4,834.00 CCE Email $3,076.00 CCE Chat $3,076.00 CCE Standard Reports $3,076.00 CCE Server Install and Configuration on staged hardware and O/S $4,394.00 Services Subtotal $18,456.00 Nine months business -day support following the 90-day warranty period $1,808.00 Travel (Raleigh, NC Area) $1,750.00 Training (See Section 3.2 for Details) $3,000.00 Total $25,014.00 Optional Items Year two business -day support $2,410.00 2.2 Payment Terms. • 50% of the total fees upon execution of the Statement of Work; balance upon project completion • Fees do not include applicable taxes • Fees quoted for customized application software are based upon RTS current understanding of Client's applications. Design details will be more fully described in a Solution Design Document. If the actual design details result in materially different requirements, RTS reserves the right to submit modified fees for approval prior to commencement of the Services. • If the Services are placed on hold by Client following the project kick -off meeting, a restart fee of five percent (5 %) of the Software Fees Subtotal will be assessed when the project is re- scheduled and resumed. a 3.1 Proiect Implementation. Upon execution of this Statement of Work, RTS will schedule a kick -off meeting with Client's personnel to establish project milestones and assign responsibilities. The assigned RTS project manager will be responsible for scheduling and coordinating milestones with Client personnel. A Solution Design Document will be mutually developed by RTS and Client based upon the initial kick -off meeting, and will include, without limitation, the foregoing information, a description of the development process, development phases, and any additional solution design details. The Solution Design Document will be signed by both parties prior to commencement of the Services by RTS. 3.2 Installation and Trainina. RTS will install and configure all server components required by the solution as well as up to ten (10) workstation implementations of the CCE Desktop. After RTS completes testing, the application is released to Client for acceptance testing. Client Is required to complete acceptance testing prior to the launch of the application. RTS will provide four (4) hours of Administrator training. Training covers administration of the application solution. Statement of Work No, ORD- 23171- EA2E50 6123/09-/v -1.0 Relational Technology Solutions 'RTS"— Proprietary 3 RTS will provide four (4) hours of Developer training. Training covers implementation of any custom development required by the solution. RTS will provide up to eight (4) hours of Supervisor training. Training covers operation of the CCE Desktop, CCE Standard Reports, and the CCE Supervisor applications. RTS will provide up to sixteen (8) hours of Agent training. Training covers operation of the CCE Desktop as implemented for Client. 3.3 Post Implementation Warranty and Support. Initial Warranty Period. RTS warranty for non - modified software begins after application installation and remains in effect for a period of ninety (90) days. Warranty support is provided during business day hours, 8:30AM to 5:OOPM Monday through Friday, excluding RTS observed holidays. For after hours support, an optional 24 -hour warranty upgrade is available at an additional cost. Warranty Exclusions. RTS warranty will not apply if Client attempts to correct any errors in the software or alters or modifies any programming code or Deliverables. Client will promptly report any errors in the operation of the software to RTS and Client agrees not to take any actions that would increase the severity of the error. Client will use the Deliverables only for its Intended purpose and only In the manner intended. In the event that Client violates any of the requirements of this Section, RTS will have no responsibility to provide warranty support services, these requirements being express preconditions to the availability of RTS warranty support hereunder. Application Support. Upon expiration of the Initial Warranty Period, an annual support contract can be purchased. Business Day (8:30AM to 5:0013M, Monday through Friday) and 24 Hour (24 hours, seven days a week) support contracts are available. For application software, these contracts include required labor. At the expiration of the Business Day or 24 Hour support contract, or for coverage outside of Business Day coverage, support will be provided on a Time and Materials basis with no guaranteed response time. The hourly charge for Time and Materials support during normal business hours is $250.00 per hour. The hourly Time and Materials charge for after hour's emergencies Is two times the normal business hour rate, or currently, $500.00 per hour. 4.1 RTS will provide the following under this Statement of Work: • Services to install and configure Contact Center Express components required to implement features and functions outlined in the Services Overview section of this Statement of Work 4.2 All discoveries, ideas, concepts, theories, improvements, designs, original works of authorship, formulae, processes, algorithms, inventions, know -how, techniques, compositions of matter and any other information generated by RTS under this Statement of Work may be based upon RTS proprietary materials, including all intermediate and partial versions thereof, as well as all documentation, program materials, flowcharts, notes, outlines and the like that are created In connection therewith (collectively, the "RTS Work Product"), or Client's proprietary materials, including all intermediate and partial versions thereof, as well as all documentation, program materials, flowcharts, notes, outlines and the like that are created In connection therewith (collectively, the "Client Work Product"). The copyright, patent, trademark, trade secret and all other proprietary rights In the RTS Work Product and any derivative works created from the RTS Work Product will be the sole and exclusive property of RTS. Such ownership will inure to the benefit of RTS from the date of the conception, creation or fixation of the RTS Work Product in a tangible medium of expression, as applicable. To the extent that any RTS Work Product is imbedded in any deliverable, Client will have a non - exclusive, worldwide, fully paid -up, limited license to use, reproduce, copy and distribute such RTS Work Product for internal business purposes only. The copyright, patent, trademark, trade secret and all other proprietary rights In the Client Work Product and any derivative works created from the Client Work Product, will be the sole and exclusive property of Client.• Such ownership will inure to the benefit of Client from the date of conception, creation or fixation of the Client Work Product In a tangible medium of expression, as applicable. Statement of Work No. ORD- 23171 -EAMO . 6/23/09- /v -1.0 Relational Technology Solutions "RTS" — Proprietary 4 5.1 Kick -off Meeting. A project kick -off meeting will be conducted by FITS and Client at a time and place to be mutually agreed upon by the parties. 5.2 Commencement Date. Development will commence following the execution by Client and FITS of the Solution Design Document. 5.3 Estimated Design Completion Date. The estimated date of completion will be set forth in the Solution Design Document. Any changes to the scope of Services or the Solution Design may affect the estimated date of completion. Any revision to the date of completion will be set forth in the Change Request Form. Solution Design Document —to be mutually developed Attachment A - Change Request Form Attachment B - Project Acceptance Form n � 7 £�y,.- c • ;,°� sir,... ..�..• The Services to be performed and the fees described In this Statement of Work are based upon the following assumptions: • CCE Desktop will not integrate to any Client provided applications (e.g. CRM systems, etc.) • All workstations are running Windows XP • Client will provide link to initiate chat session on Client's external web site. Client will either provide IIS server to host Chat Gateway or provide external route to CCE server for external chat. • Client Email server supports POP3 and SMTP connection from Contact Center Express Email Media Store • Implementation work at the Client's location will occur during the normal work week (M — F excluding holidays) and will allow for travel by RTS personnel during the work week. • Avaya AE Services will be configured with the required licensing to accommodate the CCE implementation. This Statement of Work does not include AES configuration. • Client is responsible for securing PBX (Communication Manager) programming required by the CCE implementation. RTS can provide this service under a separate Statement of Work. • Client will acquire all servers required by the solution (from RTS or another source) System Requirements: This RTS Professional Services Statement of Work covers implementation of Avaya Contact Center Express. It is the Client's responsibility to acquire all necessary components required by the Contact Center Express Implementation. RTS will provide supply quotes for these necessary components as part of a separate Statement of Work. Following are the System Requirements for Contact Center Express: Desktop Hardware: 1.6 GHz Pentium, 512MB of RAM, 50MB of free hard disk space, DVD drive, graphics card capable of supporting 1024768 resolution monitor, mouse or other Windows - compatible pointing device, and TCP /IP LAN connection. Software: Either Windows Vista (Enterprise), Windows XP Professional 32 -bit SP21SP3, Application Enablement Services (AE Services) client software, Microsoft Internet Explorer 6.0 SP1 and Microsoft Net Framework 2.0 or 2.0 SP1. VMWare VDI is supported with CCE Desktop. Server (min 2 required) A minimum of two servers are required for this implementation: the core server and the data server. The core server hosts processes such as the license manager, XML server (for event handling), and Statement of Work No. ORD- 23171- EA2E50 6/23/09 -W -1.0 Relational Technology Solutions "RTS'— Proprietary 5 configuration services. The data server hosts the SQL Database and data services for statistics and reporting. A third server if implemented would be used to handle multimedia services, but is only required if Client experiences performance problems with the core server. Hardware: A 2.4 GHz Pentium with 2GB of RAM. Software: Either Windows 2403 Server (Enterprise & Standard) 32 -bit, Windows 2008 Server (Enterprise & Standard) 32 -bit with Application Enablement Services (AE Services) client software release 3.1.1, Microsoft Internet Explorer 6.0 SP1 and Microsoft .Net Framework 2.0 or 2.0 SPi. VMWare Server is also supported. 8.1 Client Responslbilities. Client will: • Verify or complete site preparation, including the infrastructure, wide- and local- area network provisioning and environmental control and compliance with any national or local safety and building regulations or similar requirements affecting installation • Procure all hardware and software related to this Statement of Work • Provide a single point of contact (SPOC) to whom all RTS communications will be addressed and who has the authority to act on all aspects of the project • Provide access to RTS at each Client site, as applicable • Arrange for receipt and storage of any equipment at the work location until the arrival of RTS Field Engineer • Provide all passwords, access codes or security devices necessary to perform the prescribed installation • Test Internet access from remote LANs Client is responsible for any delays caused by the lack of completed site preparation. Failure to meet these responsibilities may impact the timeframe estimated by RTS to perform the Services outlined in this Statement of Work and in the Solutions Requirement Document. If Client's failure to meet the responsibilities specified in this Statement of Work cause delays or wait time for RTS or its agents, Client agrees to pay RTS Its current hourly rates, including travel and other expenses, for such delays. Delays by third party vendors may impact the project schedule and may create additional charges that will require a Change Request. 8.2 RTS Responsibilities. RTS will: • Provide a single point of contact (SPOC) to whom all Client communications will be addressed and who has the authority to act on all aspects of the project ,,r t 9.1 Acceptance Testing. Upon completion of the Deliverables, the parties will reasonably cooperate in good faith to perform acceptance testing. If the Solution Design Document specifies more than one phase for development, RTS may present the results of each phase to Client for acceptance testing. The acceptance testing process will not exceed a period of ten (10) business days following completion of the Deliverables unless otherwise agreed upon in writing by the parties. 9.2 Accep=ce. Upon completion of acceptance testing, Client will have a period of five (5) business days (the "Review Period ") to review the Services performed and to confirm that the Services substantially conform to the specifications expressly set forth herein. Client will, acting in good faith, give written notice of acceptance or rejection of the Dellverables upon the expiration of the Review Period. Services will be deemed accepted if (i) Client delivers to RTS written notice of acceptance as evidenced by the execution of the Project Acceptance Form attached hereto as Attachment B; (11) Client delivers to RTS notice that Client has elected to waive its rights hereunder with respect to any nonconformities; (ill) Client fails to provide a notice of any non - conformance by the last day of the Review Period; or (iv) Client uses the Deliverables in a production setting after expiration of the Review Period. Statement of Work No. ORD- 23171- EA2E50 6/23/09- /v -1.0 Relational Technology Solutions 'RTS"— Proprietary 6 9.3 Non- conformance. If the Services do not substantially conform to the specifications contained in this Statement of Work, Client will indicate non - acceptance of the Services by providing written notice to RTS on or before the end of the Review Period describing in detail the Client's reason for non - acceptance. RTS will have ten (10) business days from receipt of such notice ( "Cure Period ") to correct any non- conformance of the Services provided that it is within RTS' scope to do so. At the end of the Cure Period, Client will given an additional Review Period to ensure that the Services re- performed by RTS substantially conform to the specifications expressly set forth herein. The Cure Period may be extended by mutual written consent. F It may become necessary to amend this Statement of Work for various reasons. If either party desires to change the scope of Services, the following procedures will apply: 10.1 The party requesting the change will deliver a change request form attached hereto as Attachment A ( "Change Request") to the other party. The Change Request will describe the nature of the change, the reason for the change, and the effect the change will have on the scope of Services, which may include changes to the Deliverables and the delivery schedule. 10.2 A Change Request may be initiated by either party for any material change to the Statement of Work, including any engineering changes made by Client after initial contract execution. The designated SPOC of the requesting party will review the proposed change with his/her counterpart. The parties will evaluate the Change Request and negotiate in good faith the changes to the Services and the additional charges, If any, required to implement the Change Request. If both parties agree to implement the Change Request, the appropriate, authorized representatives of the parties will sign the Change Request indicating their acceptance of the changes. 10.3 Upon execution by the parties, the Change Request will be Incorporated into, and made a part of, this Statement of Work. 10.4 Whenever there is a conflict between the terms set forth in the Change Request and the terms set forth In this Statement of Work, or a previously executed Change Request, the terms of the most recent executed Change Request will prevail. Either party may cancel this Statement of Work by giving ten (10) business days advance written notice prior to the scheduled start date of Services. In the event of cancellation, Client will be responsible to pay RTS for Services performed, deliverables provided, and expenses Incurred by RTS through the date of cancellation. Client will also be responsible for paying all travel and related expenses, If any, incurred by RTS for RTS resources, and any third - party vendors and subcontractors who have provided Services under this Statement of Work. If prior written notice of cancellation is not provided to RTS as specified above, Client will be invoiced for each canceled resource at RTS' hourly billing rate of $225 for the number of business days that are missing as of the date of notice of cancellation to grant a full ten (10) business day notice to RTS. t �... M . This Statement of Work is an unconditional offer by RTS to provide Client the Services listed herein on the following terms and conditions. (a) Client will pay the fees for the Services within thirty (30) days from the invoice date. Client will reimburse RTS for all reasonable business expenses, including, without limitation, travel and out -of- pocket, expenses, incurred by RTS In connection with the Services, which amount will be due and payable thirty (30) days from the invoice date. All extraordinary out -of- pocket expenses incurred by RTS will require prior approval by Client before reimbursement. RTS reserves the right to charge Client interest on all past due Invoices at the lesser of 1.5% per month or the highest rate allowed by law. In the event of a payment default, Client will be responsible for all costs of collection, Including court costs, filing fees, and reasonable attorneys' fees. (b) Client agrees to reimburse and indemnify RTS for any applicable sales, use, transaction, excise, levies, fees, duties, Imposts or other similar taxes or charges (but not taxes imposed on or measured by RTS' net income) and from any federal, state or local fees or charges (including, without limitation, environmental or similar fees) Imposed on, In respect Statement of Work No. ORD- 23171- EA2E50 6/23/09- /v -1.0 Relational Technology Solutions "RTS" — Proprietary 7 of, or otherwise associated with the provision of Services hereunder. If Client is exempt from such taxes, fees or charges, Client will provide RTS with the necessary supporting documentation at the time execution of this Statement of Work. (c) RTS warrants that the Services provided by RTS hereunder will be performed in accordance with generally accepted professional standards. RTS MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AS TO THE SERVICES PROVIDED HEREUNDER, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTY OF NON - INFRINGEMENT. (d) RTS may, as it deems appropriate, use subcontractors for all or any portion of the Services, and in such event RTS will direct and be fully responsible for the coordination of all activities of such parties. (e) Each party (the "Indemnifying Party ") will indemnify, defend and hold harmless the other party and such party's shareholders, directors, officers, employees, representatives, agents, fiuccessors and assigns (collectively, the "Indemnified Parry"), and will pay any and all damages, costs and expenses (including reasonable attomeys' fees) Incurred by the Indemnified- Party -As a result of, or arising out of, claims, suits or demands of third parties for loss of life, personal injury and/or damage to real or tangible personal property, to the extent such loss or damage Is caused by the gross negligence or willful misconduct of the Indemnifying Party. The indemnification obligations set forth herein are contingent upon the Indemnified Party providing the Indemnifying Party with prompt notice of any such claims and providing all reasonable assistance In the defense of such claims. (f) Except for payment of amounts due hereunder, neither party will be responsible for failure to fulfill its obligations hereunder due to causes beyond Its reasonable control, including without limitation, product unavailability, carrier delays, delays due to fire, severe weather conditions, failure of power, labor problems, acts of war, terrorism, general insurrection, acts of God, or acts of any governmental agency. (g) Neither party will be liable for special, Incidental, Indirect, or consequential damages even if advised of the possibility of such damages. RTS' liability under this Statement of Work will be limited to the amounts paid by Client for the Services giving rise to the claim. (h) Client will not solicit for hire the employees of RTS whether as employees or Independent contractors, other than through general advertisements for employment, for a period of one (1) year from the last date of direct work by such employee In activities related to this Statement of Work. (1) Notices provided under this Statement of Work will be given In writing to the address set forth above or such other address as such party may specify from time to time, and will be deemed received upon the earlier of actual receipt or three (3) days after mailing if mailed postage prepaid by regular mail, or one (1) day after such notice is sent by overnight courier. (j) Any purchase order Issued by Client .will be for administrative purposes only. Any additional or different terms and conditions contained in any purchase order are null and vold and are superseded by this Statement of Work, and RTS hereby gives notice of its objection of.such additional terms. (k) This Statement of Work will be construed in accordance with and governed by the laws of the State of Illinois without regard to its conflicts of law rules. Any action or proceeding arising out of or relating to this Statement of Work will be commenced exclusively in any state or federal court of competent Jurisdiction located In Illinois and the parties consent to personal jurisdiction therein and to service by certified mail. (1) if any provision of this Statement of Work Is hold to be invalid or unenforceable, the validity and enforceability of the remaining provisions hereof will not be affected or Impaired in any way. Upon a party's breach or default hereunder, the other party's failure, whether single or repeated, to exercise a right hereunder will not be deemed to be a waiver of that right as to any future breach of default. Client and RTS agree that the warranties, covenants, agreements, disclaimers, and Indemnities contained In this Statement of Work will survive the passing of title and termination. (m) This Statement of Work together with any amendments, attachments and exhibits thereto, constitutes the entire agreement between the parties with respect to the Services provided hereunder and supersedes any and all prior expressions, whether written or oral. This Statement of Work may not be modified or amended except In writing and signed by both parties. Statement of Work No. ORD- 23171- EA2E5O 6123109- tv -1.0 Relational Technology Solutions "RTS° — Proprietary 8 IN WITNESS WHEREOF, Client and RTS have caused this Statement of Work to be signed by their duly authorized representatives as of the date set for the below. Orange County r By (Signature): � Name (Print): �/' /�Ou Title (Print) : ( 1&94��C Date Mlle/ 9 This instrument has been approved as to legal form and sufficievw. County Attorney This instrument has been approved as to technical content. �Q. i'Vl tsri�. Department Director This Instrument has been pre - audited in the manner required by the Local Government Budget fiscal Control Act. FINANCE UFICER Billing Information: Contact Name: Telephone: Mailing Address: _ Email Address: PO Number: Relational Technology Services Inc., d/b /a Relational Technolo I to By (Signature) Name (Print): SENT ©p ik wo 1WL11�R Title (Print): Date: �� �"�6-.0O. 1070 Polaris Parkway Suite 200 Columbus OH 43240 Phone: 614- 431 -4433 Fax: 614 -431 -4434 Statement of Work No. ORD- 23171- EA2E50 6/23109- lv -1.0 Relational Technology Solutions "RTS" — Proprietary 9 REVISION HISTORY Statement of Work No. ORD- 23171- EA2E6O 6/23/09-/v-1.0 Relational Technology Solutions "RTS" — Proprietary 10 ATTACHMENT A Pre - Acceptance Change Request Form Client Name: Change Request No.: Date Issued. Basic Information Date Requested: Requested By: Company Name: Date Required: Phone: E -mail: Application or System: ReleaseNersion: IMPACT -- Additional Time Estimated: Additional Cost Estimated: Synopsis of Requested Change: Supporting Documentation Attached? [ ] Yes [ ] No Project Manager Approvals Client Manager: (Name/iitle) Phone Number: E -mail: Client Signature: Date Authorized: Project Manager: Phone Number: E -mail: Project Manager Signature: Date Authorized: Authorized Signatures RTS Signature: Date: Client Signature: Date: Client PO Number: Statement of Work No. ORD- 23171- EA2EBO 6/23/09- /v -1.0 Relational Technology Solutions `RTS" — Proprietary 11 ATTACHMENT B lMlonal TechnologySoutions PROJECT ACCEPTANCE FORM Client Name: > tatement of Work No. (if applicable) and Date: Services Completion Date: Client's execution of this Project Acceptance Form signifies Client's acceptance of the Services described in the Statement of Work, the Solution Design Document, and any associated Change Request Forms. Client acknowledges and agrees that RTS has completed the Services and that the Services conform to the specifications set forth in the Statement of Work and associated documents. Accepted By: Orange County By: Name: Title: Date: Acknowledged By: Relational Technology Services, Inc. .By: Name: Title: Date: statement of Work No. ORD- 23171- EA2E50 6/23109- /v -1.0 Relational Technology Solutions "RTS" — Proprietary 12 N 0 Lp tl 8. 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C ty Attorn ,14is Instrument has been approved as to technical content. Departm nt hector This instrument has been pre- audited in the manner required by the Loc vemment Budget and Fiscal Control Act 77 FI N ICER 11 , Relational Technology So4i ions MASTER SALES AND PROFESSIONAL SERVICES AGREEMENT THIS MASTER SALES AND PROFESSIONAL SERVICES AGREEMENT ("Agreement) is made and entered Into on this 3rd day of June, 2009 (the 'Effective Date ") by and between Orange County, North Carolina ( "Customer"), with an address for the purposes of this Agreement at 200 S. Cameron Street, Hillsborough, NC 27278, and Relational Technology Services, Inc. ('RTS°), with an address for the purposes of this Agreement at 1070 Polaris Parkway, Suite 200, Columbus, OH 43240. 1. ORDERS. Customer desires FITS to provide, and RTS agrees to provide to Customer, certain equipment ("Equipment") and/or services ('Services ") from time to time pursuant to the terms and conditions set forth in this Agreement. Equipment and Services provided hereunder will be as more fully described on a quotalsales order ("Quote) or statement of work ( 'SOW'S executed by both parties, or such other document as may be accepted by RTS (each referred to herein as an "Order'). Each Order will incorporate the terms and conditions of this Agreement, and will set forth the purchase price for the Equipment, the fees for Services, and any other terms and conditions agreed to by the parties. In the event of any conflict between this Agreement and any Order, the terms of the Order will control. Any purchase order issued by Customer will be for administrative purposes only, and the parties agree that the terms and conditions contained in this Agreement will control. Any additional or different terms and conditions contained in any purchase order are null and void and are superseded by this Agreement 2. PAYMENT. Customer will pay the purchase price and/or the fees in the amounts and in accordance with each Order within thirty (30) days from the Invoice date. Customer will reimburse RTS for all reasonable business expenses, including, without Ilmitatlon, travel and out -of- pocket expenses, incurred by RTS in connection with the Services, which amount will be due and payable thirty (30) days from the Invoice date. All extraordinary out -of- pocket expenses incurred by RTS will require prior approval by Customer before reimbursement. RTS reserves the right to charge Customer interest on all past due invoices at the lesser of 1.51/6 per month or the highest rate allowed by law. in the event of a payment default, Customer will be responsible for all costs of collection, including court costs, filing fees, and reasonable attorneys' fees. 3. RISK OF LOSS AND TITLE. Risk of loss or damage will pass to Customer upon shipmenL Customer Is responsible for all shipping and related charges. Title to the Equipment (excluding software) will vest in Customer free and clear of liens or other encumbrances upon shipment, subject only to RTS' purchase money security interest until full payment is received. Title to all software supplied to Customer under this Agreement will remain with the applicable licensor(s), if the applicable licensor requires a license agreement in connection with the software, Customer will enter into any such license agreement directly with the licensor. 4. TAXES. Customer agrees to reimburse and indemnify RTS for any applicable sales, use, transaction, excise, levies, fees, duties, imposts or other similar taxes or charges (but not taxes imposed on or measured by RTS' net Income) and from any federal, state or local fees or charges (including, without limitation, environmental or similar fees) Imposed on, In respect of, or otherwise associated with the sale of Equipment or the provision of Services hereunder. If Customer is exempt from such taxes, fees or charges, Customer will provide RTS with the necessary supporting documentation at the time of purchase. 5. CONFIDENTIAL INFORMATION. 5.1 Either party may be provided or have access to information which is proprietary to the other ('Confidential Information "). Confidential Information will mean any and all information disseminated from one party to the other which has been (a) designated as Confidential Information by the disclosing party prior to delivery to the recipient, or (b) loaded into the disclosing party's database(s) or is otherwise discernable from information systems in electronic or other form and available to the recipient. 5.2 The obligations of recipient specified in this Section 5 will not apply to the extent that the Confidential Information: (a) is generally known to the public at the time of disclosure or becomes generally known through no wrongful act on the part of the recipient; (b) Is in the recipient's possession at the time of disclosure otherwise than as a result of recipient's breach of any legal obligation; (c) becomes known to the recipient through disclosure by sources other than the disclosing party having the legal right to disclose such Confidential Information; (d) is independently developed by the recipient without reference to or reliance upon the Confidential Information; or (e) Is required to be disclosed by the recipient to comply with orders from courts of appropriate jurisdiction, applicable laws or governmental regulations, provided that the recipient gives prior written notice of such disclosure to the disclosing party and takes reasonable and lawful actions to avoid and/or minimize the extent of such disclosure. 5.3 Neither party will disclose any Confidential Information of the other, either in whole or in part, to any third party without the other party's prior written consent. Neither party will copy, reproduce, sell, assign, disclose, disseminate, give or transfer any Confidential Information belonging to the other party, or any portion thereof, without the prior written consent of the other party. Upon termination of this Agreement, the recipient will return all Confidential Information to the disclosing party, or if so directed by the disclosing party, destroy all such Confidential Information, 5.4 Unless authorized, neither party will use the name, service marks or trademarks of the other party or any of its affiliated companies, or reveal the existence of this Agreement, or its terms and conditions, In any advertising, publicity release, or sales presentation. 5.5 Any violation or threatened violation of this Section will entitle the aggrieved party to seek Injunctive relief in addition to any other legal or equitable rights or remedies. 6. INTELLECTUAL PROPERTY. 6.1 Each party is and will remain the owner of all right, title and interest in and to such party s proprietary materials, and all copies thereof, and In and to all of the related trade secrets, copyrights, patents and all other proprietary rights. Neither party will obtain any right or license in and to the other party's proprietary materials. 6.2 All discoveries, ideas, concepts, theories, Improvements, designs, original works of authorship, formulae, processes, algorithms, inventions, know -how, techniques, compositions of matter and any other information generated by RTS under this Agreement or any SOW based upon RTS proprietary materials, including all intermediate and partial versions thereof, as well as all documentation, program materials, flowcharts, notes, outlines and the like that are created in connection therewith (collectively, the "RTS Work Product'), and the copyright, patent, trademark, trade secret and all other proprietary rights in the RTS Work Product and any derivative works created from the RTS Work Product will be the sole and exclusive property of RTS. Such ownership will Inure to the benefit of RTS from the date of the conception, creation or fixation of the RTS Work Product in a tangible medium of expression, as applicable. To the extent that any RTS Work Product Is Imbedded in any deliverable, Customer will have a non - exclusive, worldwide, fully paid -up, limited license to use, reproduce, copy and distribute such RTS Work Product for internal business purposes only. 6.3 All discoveries, ideas, concepts, theories, Improvements, designs, original works of authorship, formulae, processes, algorithms, inventions, know -how, techniques, compositions of matter and any other Information generated by RTS under this Agreement or any SOW based upon Customer's proprietary materials, including all intermediate and partial versions thereof, as well as all documentation, program materials, flowcharts, notes, outlines and the like that are created in connection therewith (collectively, the "Customer Work Product', and the copyright, patent, trademark, trade secret and all other proprietary rights in the Customer Work Product and any derivative works created from the Customer Work Product, will be the sole and exclusive property of Customer. Such ownership will inure to the benefit of Customer from the date of conception, creation or fixation of the Customer Work Product in a tangible medium of expression, as applicable. 7. REPRESENTATIONS AND WARRANTIES. 7.1 Each party represents and warrants that it Is a validly organized business entity with authority to enter into this Agreement, and that its respective signatory to this Agreement has the authority to bind such party on the Effective Date. 7.2 RTS warrants that it will provide the Services in accordance with generally accepted professional standards. All new Equipment supplied hereunder is subject to the policies of the manufacturer, including without limitation, cancellation and return policies. Customer will have the benefit of all applicable manufacturer or third party service provider warranties and indemnities. All used Equipment supplied hereunder is sold "AS -IS" without warranty unless otherwise specified in an Order. All used Equipment may contain parts manufactured, altered, and/or repaired by a party other than the original manufacturer and may not be eligible for manufacturer's maintenance. 7.3 EXCEPT AS PROVIDED ABOVE, RTS MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTY OF NON - INFRINGEMENT AS TO THE EQUIPMENT OR SERVICES PROVIDED HEREUNDER. S. LIMITATION OF LIABILITY. IN NO EVENT WILL CUSTOMER OR RTS OR ITS AFFILIATES, AGENTS, SUPPLIERS OR SUBCONTRACTORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RTS' LIABILITY UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL BE LIMITED TO THE AMOUNT OF FEES ACTUALLY PAID TO RTS FOR THE EQUIPMENT OR SERVICES GIVING RISE TO THE CLAIM, 9. INDEMNIFICATION. Each party (the "Indemnifying Party") will indemnify, defend and hold harmless the other party and such party's shareholders, directors, officers, employees, representatives, agents, successors and assigns (collectively, the 'Indemnified Party"), and will pay any and all damages, costs and expenses (Including reasonable- attorneys' fees) Incurred by the Indemnified Party as a result of, or arising out of, claims, suits or demands of third parties for loss of life, personal injury and/or damage to real or tangible personal property, to the extent such loss or damage is caused by the gross negligence or willful misconduct of the Indemnifying Party. The indemnification obligations set forth herein are contingent upon the Indemnified Party providing the Indemnifying "Party with prompt notice of any such claims and providing all reasonabl'e'assistance in the defense of such claims. 10. INDEPENDENCE OF RTS. RTS Is an Independent contractor and will not be deemed for any purposes to be an employee, agent, joint venture, principal or partner of Customer. RTS acknowledges that it does not have authority to act for or bind Customer. 11. SUBCONTRACTORS. RTS may, as it deems appropriate, use subcontractors for all or any portion of the Services and In such event RTS will direct and be fully responsible for the coordination of all activities of such parties. 12. TERM AND TERMINATION. This Agreement will commence on the Effective Date and will remain in effect until terminated by either party upon at least thirty (30) days prior written notice, provided, however that this Agreement will remain in effect as to any Order accepted by RTS prior to the date of termination until completion thereof. Upon termination, Customer will pay RTS those amounts due for Equipment delivered, Services actually completed, and expenses Incurred by RTS prior to termination. 13. NON - SOLICITATION OF EMPLOYEES. Customer will not solicit for hire the employees of RTS whether as employees or Independent contractors, other than through general advertisements for employment, for a period of one (1) year from the last date of direct work by such employee in activities related to an Order. 14. NOTICES. Notices provided under this Agreement will be given in writing to the address set forth above or such other address as such party may specify from time to tine, and will be deemed received upon the earlier of actual receipt or three (3) days after mailing if mailed postage prepaid by regular mail, or one (1) day after such notice is sent by overnight courier. 15. EXPORT SALES. Customer agrees to comply with the United States Export Administration Regulations or similar laws arxi/or regulations. In addition, manufacturers' warranties for Equipment exported outside the United States may vary or may be null and void. Customer is exclusively responsible for obtaining from, or filing with, the United States federal govemment any applicable export licenses and/or documentation before exporting or re- exporting the commodities, technology and/or software sold or distributed under this Agreement. 16. FORCE MAJEURE. Except for payment of amounts due hereunder, neither parry will be responsible for failure to fulfill its obligations hereunder due to causes beyond its reasonable control, including without limitation, product unavailability, carrier delays, delays due to fire, severe weather conditions, failure of power, labor problems, acts of war, terrorism, general Insurrection, acts of God, or acts of any governmental agency. 17. GOVERNING LAW. This Agreement will be construed in accordance with and governed by the laws of the State of Illinois without regard to its conflicts of law rules. Any action or proceeding arising out of or relating to this Agreement will be commenced exclusively in any stale or federal court of competent jurisdiction located in Illinois and the parties consent to personal jurisdiction therein and to service by certified mail. 18. SEVERABiLITY. If any provision of this Agreement is held to be invalid or unenforceable, the validity and enforceability of the remaining provisions hereof will not be affected or impaired in any way. 19. NO WAIVER. Upon a party's breach or default hereunder, the other party's failure, whether single or repeated, to exercise a right hereunder will not be deemed to be a waiver of that right as to any future breach of default. 20. SURVIVAL. Customer and RTS agree that the warranties, covenants, agreements, disclakners, and indemnities contained in this Agreement will survive the passing of title and termination. 21. COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which will be deemed to be an original and of equal force and effect. A faxed counterpart ( "Fax') of this document may be delivered to the parties. Each party adopts its signature on the Fax as its original signature. The parties agree that the Fax will have the same effect as the document It the document had been signed and delivered by mail or In person. 22. ENTIRE AGREEMENT. This Agreement together with each Order, constitutes the entire agreement between the parties and supersedes any and all prior expressions, whether written or oral. This Agreement may be modified only by a written document executed by an authorized representative of each party. SIGNATURE PAGE TO FOLLOW IN WrtNESS WHEREOF, Customer and RTS have caused this Agreement to be signed by th�1 duly authorized epresentatives as of the Effective Date. RELATIONAL T OG SE NC. ORANGE OLIN r BY: By. Name: — ba. �...- — — Name: Title: SENIOR VICE PRESIDENT Title: MSPSA- v,03118/09 This instrument has been approved as to legal form and sufficiency. my Attomgy is instrument has been approved as to technical content. Departm nt rector This instrument has been pre - audited In the manner required by the Lo emment Budget and Fiscal Control Act. ER F F IC IN WrtNESS WHEREOF, Customer and RTS have caused this Agreement to be signed by th�1 duly authorized epresentatives as of the Effective Date. RELATIONAL T OG SE NC. ORANGE OLIN r BY: By. Name: — ba. �...- — — Name: Title: SENIOR VICE PRESIDENT Title: MSPSA- v,03118/09 This instrument has been approved as to legal form and sufficiency. my Attomgy is instrument has been approved as to technical content. Departm nt rector This instrument has been pre - audited In the manner required by the Lo emment Budget and Fiscal Control Act. ER F F IC