2017-40 Phone System CIP Purchase and Budget TransferRESOLUTION 2017-40
�r A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF
NORTH PALM BEACH, FLORIDA ACCEPTING THE PROPOSAL SUBMITTED
BY ARROW SYSTEMS INTEGRATION, INC. FOR THE PURCHASE OF A NEW
VILLAGE -WIDE TELEPHONE SYSTEM AND AUTHORIZING THE EXECUTION
OF A CONTRACT; AUTHORIZING AND DIRECTING THE MAYOR AND
VILLAGE CLERK TO AMEND THE CAPITAL PROJECTS FUND BUDGET TO
TRANSFER $68,386.00 FROM THE CAPITAL RESERVE ACCOUNT TO THE
INFORMATION TECHNOLOGY — MACHINERY AND EQUIPMENT ACCOUNT
TO FUND THE PURCHASE; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the Village issued a Request for Proposals for the purchase of a new Village -wide
telephone system; and
WHEREAS, Village Administration recommended accepting the proposal submitted by
Arrow Systems Integration, Inc. at a cost for three years, including maintenance, of $68,385.60; and
WHEREAS, the Village Council seeks to amend the current capital projects fund budget to transfer
$68,386.00 from the Capital Reserve Account to the Information Technology — Machinery and Equipment
Capital Account to fund this purchase; and
WHEREAS, the Village Council determines that the adoption of this Resolution is in the best
interests of the Village and its residents.
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE
OF NORTH PALM BEACH, FLORIDA as follows:
Section 1. The foregoing recitals are ratified as true and incorporated herein.
Section 2. The Village Council hereby accepts the proposal submitted by Arrow Systems
Integration, Inc. for the purchase of a new Village -wide telephone system at a total cost for three years,
including maintenance, of $68,385.60 with funds expended from Account No. K5004-66490
(IT — Machinery and Equipment). The Village Council further authorizes the Mayor and Village Clerk
to execute the Contract necessary to effectuate the purchase.
Section 3. In order to fund this expenditure, the Village Council hereby approves a budget
amendment for the transfer of funds as indicated below:
Budget Amendment:
Account
Description
Use
Source
Capital Projects Fund
K5004-66490
IT — Machinery & Equipment
$68,386
K5541-66000
Reserve Expenses — Capital
$68,386
Total
i $68,386
$68,386
Page 1 of 2
Section 4. The Mayor and Village Clerk are hereby authorized and directed to execute the
budget amendment for and on behalf of the Village of North Palm Beach.
Section 5. This Resolution shall take effect immediately upon its adoption.
PASSED AND ADOPTED THIS 11TH DAY OF MAY, 2017.
(Village Seal)
MAYOR
&�4� �10(� 22�4 7A
VILLAGE CLERK
Page 2 of 2
CONTRACT
This Contract is made as of the _44 day of , 2017, by and between the
VILLAGE OF NORTH PALM BEACH, a municipal corporation organized and existing under the
laws of the State of Florida, hereinafter referred to as the VILLAGE or CUSTOMER, and
ARROW SYSTEMS INTEGRATION, INC., a corporation authorized to do business in the State of
Florida, hereinafter referred to as the VENDOR or ARROW SI, whose Federal I.D. is 33-1009098.
In consideration of the promises and mutual covenants herein contained, it is hereby agreed
that the VENDOR shall provide to the VILLAGE all goods and services necessary for Phone
System Replacement identified in the below -referenced Scope of Work pursuant to the terms and
conditions of this Contract.
SECTION 1: SCOPE OF SERVICES OF THE VENDOR.
The Scope of Work for Phone System Replacement is in accordance with the RFP document,
which is incorporated herein by reference.
SECTION 2: TERM OF CONTRACT.
A. This Contract shall be for a period of three (3) years unless terminated in accordance with
the terms and conditions stated herein for any and all products or services to continue use of the
phone system, and may, at the sole discretion of the parties, be renewable for two additional five
(5) year periods. The applicable Order Form (defined below) shall identify the term of such Order
Form. In the event the term of the Order Form extends beyond the term of this Contract, the terms
and conditions of this Contract shall remain in full force and effect through the expiration of any
applicable Order Form.
B. At the time of execution of this Contract, the parties understand that Avaya Inc. ("Avaya"),
the manufacturer of the Equipment being purchased hereunder, has filed Chapter 11 bankruptcy.
Notwithstanding the term identified above, and in the event Avaya fails to emerge from
bankruptcy, Arrow SI agrees to support the Avaya IP Office platform for a period up to seven (7)
years from the effective date of this Contract.
C. Except for negotiated change orders caused by a change to the Scope of Work and/or Order
Form, the VENDOR shall not be entitled to an increase in the agreed to compensation resulting
from this Contract or payment or compensation of any kind from the VILLAGE for direct,
indirect, consequential, impact or other costs, expenses or damages.
SECTION 3: VILLAGE'S REPRESENTATIVE.
Unless otherwise specified by the VILLAGE, the VILLAGE's representative shall be the I.T.
Director. The Village Manager or Village Representative shall have the right at all reasonable
times during the term of this Contract to inspect or otherwise evaluate the work being performed
thereunder.
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SECTION 4: COMPENSATION AND METHOD OF PAYMENT.
A. The VILLAGE agrees to compensate the VENDOR for the Phone System for which
Purchase Orders are issued in accordance with VENDOR's proposal.
B. The VILLAGE will not be liable for any invoice from the VENDOR submitted ninety (90)
days after the provision of all goods and services.
SECTION 5: INDEMNIFICATION.
A. The VENDOR shall indemnify and save harmless and defend the VILLAGE, its agents,
servants, and employees from and against any and all claims, liability, losses, and/or cause of
action which may arise out of or is related to bodily injury to or death of any person or loss of or
damage to real or tangible personal property or the environment to the extent that such third party
claim,, suit, damage, or expense was proximately caused by any negligent act or omission of, or for
any violation of law by the VENDOR, its agents, servants, or employees in the performance of
services under this Contract.
B. Nothing contained in this Contract shall create a contractual relationship with or a cause of
action in favor of a third party against either the VILLAGE or VENDOR, nor shall this Contract be
construed a waiver of sovereign immunity beyond the waiver provided in §768.28, Florida Statutes.
SECTION 6: PERSONNEL.
A. The VENDOR represents that it has, or will secure at its own expense, all necessary
personnel required to perform the services under this Contract.
B. All of the services required hereunder shall be performed by the VENDOR or under its
supervision, and all personnel engaged in performing the services shall be fully qualified and, if
required, authorized or permitted under state and local law to perform such services.
C. All of the VENDOR's personnel (and all sub -contractors OR sub -consultants) while on
VILLAGE premises, will comply with all VILLAGE requirements governing conduct, safety, and
security; provided the VILLAGE provides a written copy of such requirements to VENDOR in
advance.
SECTION 7: TERMINATION.
This Contract may be cancelled by the VENDOR upon thirty (30) days prior written notice to the
VILLAGE's representative in the event of substantial failure by the VILLAGE to perform in
accordance with the terms of this Contract through no fault of the VENDOR; provided VILLAGE
has not cured the alleged breach within such 30 day period. It may also be terminated, in whole or
in part, by the VILLAGE without cause upon thirty (30) days written notice to the VENDOR;
provided that the terms and conditions of this Contract shall remain in full force and effect through
the expiration of any applicable Order Form. Order Forms may only be terminated without cause as
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set forth in the applicable Order Form. After receipt of a Termination Notice and except as
otherwise directed by the VILLAGE, the VENDOR shall:
A. Stop work on the date and to the extent specified;
B. Terminate and settle all orders and subcontracts relating to the performance of the
terminated work;
C. Transfer all work in progress, completed work, and other materials related to the
terminated work to the VILLAGE; provided VILLAGE has paid for the same; and
D. Continue and complete all parts of the work that have not been terminated.
SECTION 8: FEDERAL AND STATE TAX.
The VILLAGE is exempt from payment of Florida State Sales and Use Tax. Unless purchased
directly by the VILLAGE, the VENDOR shall not be exempted from paying sales tax to its
suppliers for materials used to fill contractual obligations with the VILLAGE, nor is the VENDOR
authorized to use the VILLAGE's Tax Exemption Number in securing such materials.
SECTION 9: INSURANCE.
A. Prior to commencing any work, the VENDOR shall provide certificates evidencing
insurance coverage as required hereunder. All insurance policies shall be issued by companies
authorized to do business under the laws of the State of Florida. The Certificates shall clearly
indicate that the VENDOR has obtained insurance of the type, amount, and classification as
required for strict compliance with this Section and that no material change or cancellation of the
insurance shall be effective without thirty (30) days' prior written notice to the VILLAGE's
representative. Failure to comply with the foregoing requirements shall not relieve the VENDOR of
its liability and obligations under this Contract.
B. The parties to this Contract shall carry Workers' Compensation Insurance and Employer's
Liability Insurance for all employees as required by Florida Statutes. In the event that a party does
not carry Workers' Compensation Insurance and chooses not to obtain same, then such party shall
in accordance with Section 440.05, Florida Statutes, apply for and obtain an exemption authorized
by the Department of Insurance and shall provide a copy of such exemption to the VILLAGE.
C. The VENDOR shall maintain, during the life of this Contract, Professional Liability/Error
& Omission Insurance/3rd Party Crime Coverage to include money & securities, forgery or
alteration and employee dishonesty in the minimum amount of $1,000,000 per occurrence.
D. All insurance, other than Worker's Compensation, to be maintained by the VENDOR shall
specifically include the VILLAGE as an Additional Insured.
SECTION 10: SUCCESSORS AND ASSIGNS.
The VILLAGE and the VENDOR each binds itself and its partners, successors, executors,
administrators, and assigns to the other party of this Contract and to the partners, successors,
executors, administrators and assigns of such other party, in respect to all covenants of this
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Contract. Except as above, neither the VILLAGE nor the VENDOR shall assign, sublet, convey or
transfer its interest in this Contract without the written consent of the other. Nothing herein shall be
construed as creating any personal liability on the part of any officer or agent of the VILLAGE
which may be a party hereto, nor shall it be construed as giving any rights or benefits hereunder to
anyone other than the VILLAGE and the VENDOR.
SECTION 11: DISPUTE RESOLUTION, LAW, VENUE AND REMEDIES.
This Contract shall be governed by the laws of the State of Florida. Any and all legal action
necessary to enforce the Contract will be held in Palm Beach County. No remedy herein conferred
upon any party is intended to be exclusive of any other remedy, and each and every such remedy
shall be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any
party of any right, power, or remedy hereunder shall preclude any other or further exercise thereof.
SECTION 12: INDEPENDENT RELATIONSHIP.
The VENDOR is, and shall be, in the performance of all Services under this Contract, an
Independent VENDOR, and not an employee, agent, or servant of the VILLAGE. All persons
engaged in any of the Services performed pursuant to this Contract shall at all times, and in all
places, be subject to the VENDOR'S sole direction, supervision, and control. The VENDOR shall
exercise control over the means and manner in which it and its employees perform the Services.
SECTION 13: ACCESS AND AUDITS.
The VENDOR shall maintain adequate records to justify all charges, expenses, and costs incurred
in estimating and performing the Services for at least three (3) years after completion of this
Contract. Upon reasonable prior written notice, the VILLAGE shall have access to such books,
records, and documents as required in this section for the purpose of inspection or audit during
VENDOR's normal business hours, at the VENDOR's place of business. Each party will pay its
own costs incurred during such audit. In no circumstances will VENDOR be required to disclose
any confidential or proprietary information regarding its products and service costs.
SECTION 14: NONDISCRIMINATION.
The VENDOR warrants and represents that all of its employees are treated equally during
employment without regard to race, color, religion, disability, sex, age, national origin, ancestry,
marital status, or sexual orientation.
SECTION 15: ENFORCEMENT COSTS.
If any legal action or other proceeding is brought for the enforcement of this Contract, or because
of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this
Contract, the successful or prevailing party or parties shall be entitled to recover reasonable
attorney's fees, court costs and all expenses (including taxes) even if not taxable as court awarded
costs (including, without limitation, all such fees, costs and expenses incident to appeals), incurred
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in that action or proceeding, in addition to any other relief to which such party or parties may be
entitled.
SECTION 16: SEVERABILITY
If any term or provision of this Contract, or the application thereof to any person or circumstances
shall, to any extent, be held invalid or unenforceable, to remainder of this Contract, or the
application of such terms or provision, to persons or circumstances other than those as to which it is
held invalid or unenforceable, shall not be affected, and every other term and provision of this
Contract shall be deemed valid and enforceable to the extent permitted by law.
SECTION 17: MODIFICATIONS OF WORK.
A. Except as stated in the Order Form, the VILLAGE reserves the right to make changes in the
work, including alterations, reductions therein or additions thereto. Upon receipt by the VENDOR
of the VILLAGE's notification of a contemplated change, the VENDOR shall, in writing: (1)
provide a detailed estimate for the increase or decrease in cost due to the contemplated change, (2)
notify the VILLAGE of any estimated change in the completion date, and (3) advise the VILLAGE
if the contemplated change shall effect the VENDOR's ability to meet the completion dates or
schedules of this Contract.
B. If the VILLAGE so instructs in writing, the VENDOR shall suspend work on that portion of
the work affected by the contemplated change, pending the VILLAGE's decision to proceed with
the change.
C. If the VILLAGE elects to make the change, the VILLAGE shall initiate a Change to the
Purchase Order and the VENDOR shall not commence work on any such change until such revised
Purchase Order is received.
SECTION 18: PUBLIC ENTITY CRIMES.
VENDOR acknowledges and agrees that a person or affiliate who has been placed on the convicted
vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply
on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or
reply on a contract with a public entity for the construction or repair of a public building or public
work; may not submit bids, proposals, or replies on leases of real property to a public entity; may
not be awarded or perform work as a contractor, supplier, sub contractor, or VENDOR under a
contract with any public entity; and may not transact business with any public entity in excess of
the threshold amount provided in Section 287.017, Florida Statues, for CATEGORY TWO for a
period of 36 months following the date of being placed on the convicted vendor list. The VENDOR
will advise the VILLAGE immediately if it becomes aware of any violation of this statute.
SECTION 19: PROTECTION OF WORK AND PROPERTY.
A. The VENDOR shall be liable for any damage it causes to the VILLAGE's property.
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B. The VENDOR will also take every necessary precaution to ensure the safety of the
VILLAGE, public and other guests and invitees thereof at or near the areas where work is being
accomplished during and throughout the completion of all work.
SECTION 20: WARRANTY/GUARANTY.
The applicable Order Form will identify the applicable Equipment/Service warranty. However, in
accordance with Section 2.13 above, ARROW SI will fulfill any Equipment warranty replacements
for covered Avaya IP Office Equipment purchases hereunder if Avaya fails to emerge from
bankruptcy.
EXCEPT AS SPECIFICALLY SET FORTH HEREIN OR IN THE LIMITED WARRANTY
SECTION OF THE APPLICABLE ORDER FORM, ARROW SI MAKES NO WARRANTIES,
EXPRESS OR IMPLIED, AS TO THE HARDWARE, SOFTWARE, MAINTENANCE
SERVICES, SUPPORT SERVICES, TIME AND MATERIAL SERVICES, ANY OTHER
EQUIPMENT OR RELATED PRODUCT, SOFTWARE OR DOCUMENTATION. ARROW SI
SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING
WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON -INFRINGEMENT OF THIRD
PARTY RIGHTS. WITHOUT LIMITING ANY OF THE FOREGOING, ARROW SI DOES
NOT WARRANT THAT THE SOFTWARE WILL OPERATE ERROR FREE OR
UNINTERRUPTED, OR WILL MEET CUSTOMER'S REQUIREMENTS. EXCEPT FOR THE
EXPRESS WARRANTIES STATED IN THE APPLICABLE ORDER FORM, THE SOFTWARE
AND DOCUMENTATION ARE PROVIDED "AS IS". NOTWITHSTANDING THE
FOREGOING, NOTHING IN THIS AGREEMENT IS INTENDED TO LIMIT OR DIMINISH
THE WARRANTIES AND SUBLICENSES, IF ANY, OF THE EQUIPMENT
MANUFACTURER, WHICH PASS THROUGH ARROW SI AND INURE TO THE BENEFIT
OF CUSTOMER. ARROW SI MAKES NO REPRESENTATION OR WARRANTY THAT THE
EQUIPMENT AND/OR CPE IS TECHNICALLY IMMUNE FROM OR PREVENTS
FRAUDULENT INTRUSIONS INTO AND/OR UNAUTHORIZED USE OF THE EQUIPMENT
AND/OR CPE (INCLUDING ANY INTERCONNECTION TO A LONG DISTANCE,
INTERNET OR ANY OTHER COMMUNICATIONS NETWORK).
SECTION 21: COMPLIANCE WITH LAWS.
Each party shall, in performing the services contemplated by this Contract, faithfully observe and
comply with all federal, state and local laws, ordinances and regulations that are applicable to the
services to be rendered under this Contract.
SECTION 22: NOTICE.
All notices required in this Contract shall be sent by certified mail, return receipt requested, and if
sent to the VILLAGE shall be mailed to:
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Village of North Palm Beach
Attn: Village Manager
501 U.S. Highway One
North Palm Beach, FL 33408
and if sent to the VENDOR shall be mailed to:
Arrow Systems Integration, Inc.
Attn: Contract Administration
1820 Preston Park Blvd., Ste. 2800
Plano, TX 75093
With an electronic courtesy copy to: Legal@arrowsi.com
SECTION 23: ENTIRETY OF CONTRACTUAL AGREEMENT.
The VILLAGE and the VENDOR agree that this Contract and the applicable Order Form sets forth
the entire agreement between the parties, and that there are no promises or understandings other
than those stated herein. This Contract supersedes and replaces the existing Master Purchase and
Maintenance Agreement, which was signed by the VILLAGE on August 23, 2007. None of the
provisions, terms and conditions contained in this Contract may be added to, modified, superseded
or otherwise altered, except by written instrument executed by the parties hereto. In the event of a
conflict between this Contract and the VILLAGE's Request for Proposal and the VENDOR's
proposal, this Contract shall take precedence with the VENDOR's Proposal taking precedence over
the VILALGE's Request for Proposal. All such documents shall be read in a manner so as to avoid
a conflict. Any additional or alternative terms and conditions (including payment terms)
accompanying or printed on such Purchase Order shall be without effect unless such alternative
conditions are expressly agreed to in writing by both parties.
SECTION 24: WAIVER.
Failure of a party to enforce or exercise any of its right(s) under this Contract shall not be deemed a
waiver of that parties' right to enforce or exercise said right(s) at any time thereafter.
SECTION 25: PREPARATION.
This Contract shall not be construed more strongly against either party regardless of who was more
responsible for its preparation.
SECTION 26: SURVIVABILITY.
Any provision of this Contract which is of a continuing nature or imposes an obligation which
extends beyond the term of this Contract shall survive its expiration or earlier termination. .
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SECTION 27: WAIVER OF SUBROGATION.
VENDOR hereby waives any and all rights to Subrogation against the VILLAGE, its officers,
employees and agents for each required policy. When required by the insurer, or should a policy
condition not permit an insured to enter into a pre -loss agreement to waive subrogation without an
endorsement, then VENDOR shall agree to notify the insurer and request the policy be endorsed
with a Waiver of Transfer of Rights of Recovery Against Others, or its equivalent. This Waiver of
Subrogation requirement shall not apply to any policy, which a condition to the policy specifically
prohibits such an endorsement, or voids coverage should VENDOR enter into such an agreement
on a pre -loss basis.
SECTION 28: INSPECTOR GENERAL.
VENDOR is aware that the Inspector General of Palm Beach County has the authority to
investigate and audit matters relating to the negotiation and performance of this Contract and in
furtherance thereof, may demand and obtain records and testimony from VENDOR. VENDOR
understands and agrees that in addition to all other remedies and consequences provided by law, the
failure of VENDOR to fully cooperate with the Inspector General when requested may be deemed
by the VILLAGE to be a material breach of this Contract justifying its termination.
SECTION 29: INVOICING AND PAYMENT:
Payment for any and all invoice(s) that may arise as a result of a Contract or Purchase Order issued
pursuant to this Request for Proposal shall minimally meet the following conditions to be
considered as a valid payment request:
A. A timely submission of a properly certified invoice(s) in strict accordance with the price(s)
and delivery elements as stipulated in the Contract or Order Form document, and submitted
to:
Village of North Palm Beach
501 US Highway 1
North Palm Beach, Florida 33408
ATTN: Accounts Payable
B. All invoices submitted shall consist of an "original" invoice which clearly references the
subject Contract or Purchase Order Number.
C. The invoice shall contain the Proposer's Federal Employer Identification Number.
D. All payments made by the Village pursuant to the Contract Documents shall be in
accordance with Florida's Prompt Payment Act (for non -construction).
E. Failure to remit payment when due may result, upon Customer notification, in interruption
or cancellation of Arrow SI Services under this Agreement.
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SECTION 30: ADDITIONAL SERVICES;
If during the contractual period covered by the agreement, additional services are needed, the VENDOR
may, at the option of the Village Council, be engaged to perform these services under the terms of the
contract.
SECTION 31: PUBLIC RECORDS.
In performing services pursuant to this Contract, VENDOR shall comply with all relevant
provisions of Chapter 119, Florida Statutes. As required by Section 119.0701, Florida Statutes,
VENDOR shall:
A. Keep and maintain public records that ordinarily and necessarily would be required by the
VILLAGE in order to perform the service.
B. Provide the public with access to public records on the same terms and conditions that the
VILLAGE would provide the records and at a cost that does not exceed the cost provided in this
chapter or as otherwise provided by law.
C. Ensure that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law.
D. Meet all requirements for retaining public records and transfer, at no cost, to the VILLAGE
all public records in possession of the VENDOR upon termination of the contract and destroy any
duplicate public records that are exempt or confidential and exempt from public records disclosure
requirements. All records stored electronically must be provided to the VILLAGE in a format that
is compatible with the information technology systems of the VILLAGE.
SECTION 32: PROHIBITION AGAINST CONTINGENT FEES.
VENDOR warrants that it has not employed or retained any company or person, other than a bona
fide employee working solely for VENDOR, to solicit or secure this Contract and that VENDOR
has not paid, or agreed to pay, any person, company, corporation, individual or firm, other than a
bona fide employee working solely for VENDOR, any fee, commission, percentage, gift, or other
consideration contingent upon, or resulting from, aware or making of the Contract. For the breach
or violation of this provision, the VILLAGE shall have the right to terminate this Contract and its
sole discretion, without liability, and to deduct from the Contract price, or otherwise recover, the
full amount of such fee, commission, percentage, fit or consideration.
SECTION 33: LIMITATION OF LIABILITY.
A. Neither party will be deemed to be negligent, at fault or liable in any respect for any delay
or failure in performance resulting from acts of God, war, accidents, labor disputes, strikes, power
interruptions or outages, manufacturer delays, inability to secure equipment as a result of end -of -
life issues, or any other cause beyond the reasonable control of the party delayed; provided,
however, that such acts or events shall not relieve Customer of its obligation to make payments for
Page 9
invoiced amounts. In no event shall Arrow SI be obliged to provide credits for service
interruptions to Customer's network telecommunication services.
B. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT,
CONSEQUENTIAL, EXEMPLARY, TREBLE, SPECIAL, INCIDENTAL OR PUNITIVE
DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF USE OR LOST BUSINESS,
REVENUE, PROFITS, OR GOODWILL, ARISING IN CONNECTION WITH THIS
AGREEMENT, EQUIPMENT, CPE, RELATED PRODUCTS, DOCUMENTATION AND/OR
THE INTENDED USE THEREOF, UNDER ANY THEORY OF TORT, CONTRACT,
INDEMNITY, WARRANTY OR STRICT LIABILITY, EVEN IF THE PARTY HAS BEEN
ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH
DAMAGES.
C. WITHOUT LIMITATION OF THE PARAGRAPH ABOVE, THE TOTAL LIABILITY
OF ARROW SI, TO CUSTOMER IN CONNECTION WITH THIS AGREEMENT SHALL BE
LIMITED TO THE AMOUNT OF DIRECT DAMAGES PROVEN BY CUSTOMER UP TO: (A)
THE TOTAL PROJECT PRICE FOR THE SPECIFIC PRODUCT OR FIXED OR HOURLY
LABOR PROJECT; OR (B) SIX (6) MONTHS OF CHARGES FOR THE RECURRING
SERVICE, FORMING THE BASIS OF THE CLAIM OR CAUSE OF ACTION. THE
FOREGOING LIMITATION APPLIES TO ALL CAUSES OF ACTIONS AND CLAIMS,
INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF
WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER
TORTS. HOWEVER, NOTHING IN THIS SECTION SHALL LIMIT ARROW SI'S LIABILITY:
(A) IN TORT FOR ITS WILLFUL OR INTENTIONAL MISCONDUCT, OR (B) FOR BODILY
INJURY OR DEATH PROXIMATELY CAUSED BY ARROW SI'S NEGLIGENCE, OR (C)
LOSS OR DAMAGE TO REAL PROPERTY OR TANGIBLE PERSONAL PROPERTY
PROXIMATELY CAUSED BY ARROW SI'S NEGLIGENCE; OR (D) FOR ARROW SI'S
INDEMNIFCATION OBLICATIONS.
SECTION 34: ADDITIONAL DEFINITIONS.
A. "Hardware" means the new CUSTOMER premise equipment, cables, connectors, and/or
upgrades ordered by CUSTOMER and provided by ARROW SI as described in the applicable
Order Form.
B. "Software" means the new software ordered by CUSTOMER and provided by ARROW SI
as described in the applicable Order Form.
C. "Equipment" means the Hardware and/or Software collectively.
D. "Project Price" means the price of the Equipment and/or related ARROW SI Services, as
identified in the applicable Order Form.
E. "Maintenance Services" means ARROW SI's break fix maintenance service offering
identified in the applicable Order Form, including but not limited to ARROW SI Maintenance
Services and Prism Assist Maintenance Services.
Page 10
F. "Order Form" means an order for applicable ARROW SI Services made during the term
of this Agreement, on the forms, including any applicable exhibits, supplied by ARROW SI,
submitted by CUSTOMER and subsequently accepted by ARROW SI.
IN WITNESS WHEREOF, the VILLAGE and VENDOR hereto have made and executed this
Contract as of the day and year first above written.
ARROW SYSTEMS I TEGRATION, INC.
By:',t
Print Name: 0DLl G ,,2.7-A
Position:
VILLA9,E OF NORTH PALM BEACH
BY:.
DARRYL . AUBREY, MAY64
ATTEST:
BY:
MELI SA TEAL, VILLAGE CLERK
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY:
BY:
VILLAGE ATTORNEY
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/ rU�rj" jf I Systems Integration'*'
ORDERFORM
Customer Premises:
The Villaqe of North Palm Beach
Customer ID#: 1011034
Proposal ID(s): 10555531
Customer PO#:
560 US Highway 1 North Palm Beach FL 33408-4902
Michael Applegate/IS Manager 561-841-3356 mapplegate@village-
Customer Billing Address (if different from above):
Street Address
State Zi
Billing Contact Name/Title Billing Contact Phone Billing Contact Fax/Email
Check all that apply:
® Hardware/Software Purchase/Installation Services:
The Equipment, installation services, warranty and payment milestone information are identified in the Schedule 1/SOW attached hereto.
Anticipated Cutover Date: TBD by Mutual consent
® Maintenance/Support/Managed and Other Arrow SI Services:
Name of Service Coverage Type/Entitlements Covered Equipment/CPE Term Dates Price
Prism Assist Assist Remote Only 207 no Terminals IP Office 3 Year $41067.68;
Vendor Assists Assist,8 x 5 Turnkey Vendor Maintenance Services RSIShadow 3 Year . � $2,206.25:
❑ Third Party/Vendor Services:
Vendor Name(s) Part No(s). Description Term Dates Price
® Schedule 1/Quote/SOW/Software License Agreement Attached.
❑ Additional Conditions:
Miscellaneous.
1. Purchase Orders. Customer shall remain liable for all payments due, and the associated due dates, hereunder regardless of whether Customer
secures an internal PO. The terms and conditions of the Agreement and this Order Form (including any applicable service descriptions,
Manufacturer Agreements as defined in the applicable service description, which are incorporated herein by reference), will supersede all terms
and conditions set forth in the PO regardless of the date indicated on the PO. Any additional or alternative terms and conditions (including
payment terms) accompanying or printed on such PO shall be without effect unless such alternative conditions are expressly agreed to in writing
by both parties.
2. Chan-ge Reauests. Arrow SI will provide the Equipment and Services as identified in this Order Form, including any applicable Schedule 1
and/or Statement of Work at the price identified herein. Equipment and/or Services not specifically identified in this Order Form shall be
considered out of scope, even if such omission is a result of unforeseen system requirements or Arrow SI error. Out of scope work may be added
to this Order Form via a written change order on the form supplied by Arrow SI, and will be billable at the rates identified in such change order.
Arrow SI shall not commence work on the change order until it receives a copy of the change order that has been signed by Customer.
3. Customer Premises. All products and services will be deployed within the 50 United States. Any other location (including US territories, like
Puerto Rico) is considered "Outside of the U.S." and such Order Form will require review and approval by Arrow SI's Legal Department.
4. This Order Form (including any exhibits attached hereto) is subject to all terms and conditions of: (i) the Master Order Agreement; Master
Purchase and Maintenance Agreement; Master Services Agreement; or any other applicable master agreement in effect as of the date hereof
between Arrow SI and Customer; or (ii) if no master agreement is in place between Arrow SI and Customer, the Inside Sales Terms and Conditions
set forth on the Arrow SI website at http://www.arrowsi.com/sales-terms/ (or such other website as determined by Arrow SI from time to time);
and (iii)_ the applicable product or service descriptions attached hereto as Attachment 1, or if no such descriptions are attached hereto, the
product or service descriptions located at service-descriptions.arrowsi.com (or such other website as determined by Arrow SI from time to time),
which are incorporated herein by reference. This Order Form and the applicable Agreement in place between Arrow SI and Customer will be
considered as one agreement; provided that in the event of a conflict between terms and conditions, the order of precedence shall be: (i) the
terms of this Order Form; (ii) the terms of the applicable product or service description; and (iii) the Agreement.
Customer Acknowledgement:
ARROW SI CONFIDENTIAL
030917
The Arrow SI names and logos used herein are trademarks
of Arrow Systems Integration, Inc. and/or its parent company
and affiliates. All rights reserved.
Date:
Arrow SI
ARROW SI CONFIDENTIAL
030917
Date: ;)Y—/,/
1 4f
ATTACHMENT
(See attached Product or Service Descriptions, Schedule 1, SOW and/or Software License.)
ANOW I Systems integration TM
Schedule 1
04/10/2017
The Village of North Palm Beach
560 Us Highway 1
North Palm Beach, Florida 33408 - 4902 Logan Beilke
Market Select IPO 2017 Chris Tonra
Total Investment
$68,385.60
Site Address: 560 US Highway 1 North Palm Beach, Florida 33408 - 4902
Bill To Address:
Vendor Equipment
Sale
Extended
Qtv.
Part Number Description
Price
Price
4
307322
IPO -SELECT 10 VOICEMAIL PRO 2 PLDS
$892.16
$3,568.64
LIC:DS
1
307330
IPO -SELECT 10 CONTACT RECORDER
$746.01
$746.01
PLDS LIC:DS
50
307332
IPO -SELECT 10 SIP TRUNK 1 PLDS
$36.71
$1,835.50
LIC:CU
54
307343
IPO -SELECT 10 POWER USER 1 PLDS
$84.29
$4,551.66
LIC:CU
158
307350
IPO -SELECT 10 AVAYA IP ENDPOINT 1
$36.71
$5,800.18
PLDS LIC:CU
50
382300
ASBCE R7 STANDARD SvcS SESSION
$30.00
$1,500.00
IPO lic 1-500
1
382326
ASBCE R7VE VAPP IPO FILES lic
$141.18
$141.18
1
382327
ASBCE R7 VE VAPP TRACKING CODE
$0.00
$0.00
IPO NEW lic
25
382918
IPO -SELECT 10 WEB COLLABORATION
$24.13
$603.25
USER 1 PLDS LIC:CU
1
382921
IPO -SELECT 10 VIRTUALIZD SERVER
$1,786.01
$1,786.01
EDITION PLDS LIC:DS
135
700383326
IP PHONE 96XX REPLACEMENT LINE
$7.57
$1,021.95
CORD
5
700504740
AVAYA B179 SIP CONFERENCE PHONE
$427.45
$2,137.25
POE ONLY NO AC POWER
ARROW SI CONFIDENTIAL
030917
3
3
700505424
IP TELEPHONE 9608G GREY GIGABIT
$159.61 $478.83
SHADOW CMS for Windows (250 Ext.
$1,764.70 $1,764.70
Enet
33
700510905
IP PHONE 9608G GRAY GLOBAL 4 PACK
$580.39 $19,152.87
1
700511214
IP OFFICE/IP OFFICE SELECT R10
$6.81 $6.81
PRO 9450 Mono Wireless Headset
$234.50 $1,407.00
VIRTUALIZED LINUX install DVD
Avaya EHS Cord supporting Avay 1400,
6
700383375
IP PHONE 9620 9608/11 94/9500 WALL
$18.85 $113.09
MOUNT
Ancillary Equipment
Avaya (incl Nortel) System Equipment Total $43,443.23
Sale Extended
Qty. Part Number
Description
Price Price
1 UW25OPG-P
SHADOW CMS for Windows (250 Ext.
$1,764.70 $1,764.70
1 UWRTD5-P
SHADOW Real Time Dashboard (RTD) -
$908.50 $908.50
5 Licenses
6 9450-65-507-105
PRO 9450 Mono Wireless Headset
$234.50 $1,407.00
6 14201-33
Avaya EHS Cord supporting Avay 1400,
$33.35 $200.12
9400, 9500, 96X1
Ancillary Equipment Total $4,280.32
PS Vendor Total $1,154.25
Installation Labor $12,107.71
Shipping & Handling $1,126.16
Manufacturer Warranty Included
Quote Total $62,111.67
Contract Contract Description Term Price
Prism Assist Assist Remote Only 24X7 no Terminals 3 Year $4,067.68
Vendor Assist Assist 8 x 5 Turnkey Vendor Maintenance Services 3 Year $2,206.25
Services Contract Total $6,273.93
Total Investment $68,385.60
TERMS for this Sale:
Material: 50.0% upon Contract Execution 150.0% upon Delivery / 0.0% upon Cutover / 0.0% upon
Acceptance
Labor: 0.0% upon Contract Execution / 0.0% upon Delivery / 100.0% upon Cutover / 0.0% upon
Acceptance
ARROW SI CONFIDENTIAL
030917
4
Contract Terms Explanation:
A) "Execution" means the date of Customer's. execution hereof.
B) "Delivery" means the date on which the Hardware, as defined below, is physically transferred to the
Customer Premises on which it will be installed. Upon Delivery, Customer agrees to sign a Delivery
Notice solely as a courtesy to Arrow SI. However, in the event Customer fails to execute a Delivery
Notice, the Hardware will be deemed Delivered on the date the Hardware is physically transferred to
the Customer Premises on which it will be installed.
C) "Cutover" means the date on which the Equipment substantially operates in accordance with the
applicable manufacturer specifications and/or SOW. Upon Cutover, Customer agrees to sign a Cutover
Notice solely as a courtesy to Arrow SI. However, in the event Customer fails to execute a Cutover
Notice or provide an Objection Notice as defined in the applicable Order Form, the Equipment will be
deemed cutover on the fifth (5th) day after Cutover.
Services Identified in this Schedule 1 are billed annually in advance.
This quote will be valid for a period of 45 days following the date of this Schedule 1. Thereafter, this quote/Schedule
1 will no longer be of any force and effect. All charges Identified herein are exclusive of federal, state and local sales,
use, excise, utility and gross receipts taxes, ,other similar tax -like charges, and tax -related surcharges, which
Customer agrees to pay. This Schedule 1 is subject to all terms and conditions of terms and conditions of the applicable
Agreement, in effect, or otherwise entered Into by, Customer and Arrow Systems Integration, Inc., on behalf of Itself
and Its U.S.-based subsidiaries, affiliates and successors, and formerly known as Shared Solutions and Services, Inc.
("Arrow SI"). All references in the Agreement to "Shared Solutions and Services, Inc." are changed to "Arrow Systems
Integration, Inc.," and references to "S3" and/or "Arrow ST' are changed to "Arrow SI." This Schedule 1 contains
confidential and proprietary Information of Arrow SI. Any information contained herein may not be disclosed,
duplicated, or reproduced, in whole or in part, to any third party except the recipient Identified herein without the
prior written consent of Arrow SL
Customer Signaturev Date 6/t,5/� )'_7
The VillagBeach-01a of North Palm
Proposal Id. 10555531, Date: 04/10/2017
The Arrow S/ names and logos used herein are trademarks of Arrow Systems Integration, Inc.
and/or its parent company and affiliates. All rights reserved.
ARROW SI CONFIDENTIAL
030917
5
/1N' MN I Systems integration""'
EQUIPMENT PURCHASE TERMS
1. The applicable Order Form and/or Schedule 1 shall identify the anticipated Cutover date, which is for Arrow SI's
ordering purposes only; Arrow SI will not be responsible for failing to meet this objective.
2. Arrow SI will deliver the Equipment identified in the applicable Order Form and/or Schedule 1 at the price, identified
therein. Arrow SI will invoice Customer and Customer agrees to pay to Arrow SI the Equipment price as set forth in
the applicable Schedule 1 at the applicable milestones identified in such Schedule 1.
3. Limited Warranties.
3.1 Limited Equipment Warranty. If the applicable Order Form and/or Schedule 1 identifies the Equipment as
including a warranty and notwithstanding anything in the Agreement to the contrary, for any Equipment identified
in the such Order Form and/or Schedule 1 that is covered by: (a) Arrow SI Maintenance Services; (b) a Prism
Assist Services contract; or (c) a third party support contract, such as an Avaya Channel Services Agreement
("CSA"), such services will be provided in lieu of the Equipment warranty identified below. Efforts to resolve any
failures of such Equipment shall be performed in accordance with the terms and conditions of the Arrow SI
Maintenance Services, Prism Assist Services, or third party support contract, as applicable. For any warranted
Equipment not covered by Arrow SI Maintenance Services, Prism Assist Services, or third party support contract,
the Hardware and/or Software warranty provided by the applicable manufacturer will be passed through to
Customer.
3.2 No Warranty. If the applicable Order Form and/or Schedule 1 identifies the Equipment as not including a
warranty and notwithstanding anything in the Agreement or hereinto the contrary: (i) no warranty is provided for
the Hardware and/or Software identified herein.
3.3 Implementation Warranty. If Arrow SI is performing the implementation of the Equipment, Customer will receive
the following limited warranty. For a period of thirty (30) days following Arrow SI's completion of the performance
of the applicable Services ("Services Warranty Period"), Arrow SI warrants that the implementation services will
be performed in a good and workmanlike manner. The limited warranty described in this Section 3.3 does not
include efforts to remedy, repair or replace as a result of: (i) accident or neglect; (ii) problems relating to or
residing in other hardware, software or services with which the Equipment and/or CPE is used; (iii) use of the
Equipment and/or CPE in an environment, in a manner or for a purpose for which it was not designed; (iv)
problems relating to or residing in the power supply or other circuitry, except as provided by Arrow SI; (v)
installation, modification, alteration or repair of the Equipment and/or CPE by anyone other than Arrow SI or the
manufacturer; and (vi) problems with the unstable condition of the Equipment and/or CPE due to age or
obsolescence. Arrow SI disclaims any liability, following removal, relocation and reinstallation, for the non-
operation or degradation in performance of the Equipment and/or CPE deemed by Arrow SI to be in unstable
condition. In the event Customer notifies Arrow SI within the Services Warranty Period that such Services do not
conform to the limited warranty identified in this Section 3.3, Arrow SI's entire liability and Customer's sole and
exclusive remedy for a breach of this limited warranty shall be that Arrow SI will perform such Services again.
4. General Terms and Conditions.
4.1 Title. Title to the Equipment shall remain with Arrow SI until payment in full of all amounts due is received by
Arrow SI, at which time title shall pass to Customer.
4.2 Risk of Loss. Arrow SI shall bear the risk of loss or damage to the Equipment until Delivery (defined below) of
the Equipment. Thereafter, Customer shall assume the risk of loss or damage to the Equipment. Customer shall
not do anything inconsistent with Arrow SI's interest in the Equipment until such time as title passes to Customer.
4.3 Delivery. "Delivery" means the date on which the Equipment (as defined below) is physically transferred to the
Customer Premises (as defined below) on which it will be installed. Upon Delivery, Customer agrees to sign a
Delivery Notice solely as a courtesy to Arrow SI. However, in the event Customer fails to execute a Delivery
Notice, the Equipment will be deemed Delivered on the date the Equipment is physically transferred to the
Customer Premises on which it will be installed. In the event Customer requests Arrow SI to delay delivery of the
Hardware and/or Software, Customer agrees to pay Arrow SI the Delivery milestone payment identified in the
applicable Schedule 1, if applicable, on the initial delivery date mutually agreed to by the parties.
4.4 Cutover. "Cutover" means the, date on which the Equipment substantially operates in accordance with the
applicable manufacturer specifications and/or SOW. Upon Cutover, Customer agrees to sign a Cutover Notice
solely as a courtesy to Arrow SI.
4.5 Acceptance. The Equipment shall be deemed accepted by Customer at the earlier of: (a) the date Customer
gives written notice of acceptance ("Acceptance Notice"); or (b) five (5) days from the Cutover date. However, if
Customer gives written notice to Arrow SI at Cutover of any manufacturer specification with which the Equipment
fails to comply ("Objection Notice"), the Equipment will be deemed accepted immediately once such defect is
remedied by Arrow SI.
4.6 Liens and Encumbrances. Until the Hardware is paid for in full by Customer to Arrow SI, Customer agrees to
keep the Hardware free and clear of any and all claims, liens, security interests and other encumbrances, except
as required by Arrow SI herein. Any act by the Customer to create a claim, lien, security interest or encumbrance
upon the Hardware until such time as Customer has paid to Arrow SI the total Project Price for any and all
equipment purchased hereunder shall be void.
4.7 Lease Option: Customer may enter into an agreement with a financial institution acceptable to Arrow SI for the
leasing or other financing of the Equipment. Notwithstanding such arrangement, Customer shall continue to be
responsible for the compliance with the payment provisions set forth in this Agreement.
4.8 Termination or Modification of Eauioment Order.
ARROW SI CONFIDENTIAL
030917
6
4.8.1 For Hardware purchases, in the event (i) Customer terminates an Order Form and/or Schedule 1 for
reasons other than Cause, or (ii) Customer cancels or modifies such order, or (iii) Arrow SI terminates the
Agreement or the order for Cause, at any time prior to the earlier date of (a) Arrow SI, or the applicable
manufacturer and/or third party vendor begins configuration of the Hardware, or (b) shipment of the
Hardware by the applicable manufacturer or third party vendor, Customer will be subject to a restocking fee
equal to twenty percent (20%) of the Project Price due and payable immediately. Arrow SI will not accept
the Equipment for return except pursuant to this section. Purchases of Software cannot be canceled or
modified once this Order Form is submitted by Customer. All purchases hereunder are final.
ARROW SI CONFIDENTIAL
1
Equipment Purchase Terms - 060816
4.8.2 Upon termination, Arrow SI shall have the right to exercise one or more of the following remedies set forth
below, in addition to any other remedies Arrow SI may exercise, in law or equity. Arrow SI may (i) recover
from Customer all amounts due and unpaid (including any and all restocking fees), or (ii) repossess the
Equipment and any equipment to which Arrow SI or its assignee holds title.
4.9 Arrow SI Responsibilities.
4.9.1 If an Equipment warranty is included in the applicable Order Form and/or Schedule 1, Arrow SI will use
commercially reasonable efforts to provide replacement parts found to be defective under normal and
proper use and service during the applicable Equipment warranty period in accordance with the terms of
such Equipment warranty.
4.9.2 Arrow SI shall not be responsible for any of the following:
4.9.2.1 Cabling or electrical work external to the Equipment or otherwise considered "in-house wiring".
4.9.2.2 Repair or replacement of failed equipment caused by factors outside of the Equipment, such as fire,
accident, misuse, vandalism, water, lightning, or failure of Customer's Installation Site to conform to
manufacturer specifications.
4.9.2.3 Use of the Equipment for other than the intended purpose.
4.9.2.4 Repair of damage caused by the maintenance or repairs performed by a person other than an Arrow SI
employee or person authorized by Arrow SI.
4.9.2.5 Supplies, consumables, accessories, painting, or refurbishing of the Equipment.
4.9.2.6 Relocation, additions, or removal of the Equipment, parts, or features not furnished by Arrow SI or use
of the Equipment with other equipment that fails to conform to manufacturer specifications.
4.9.2.7 Power or back-up power to or from the Equipment, except as provided by Arrow SI.
4.9.2.8 Any network "telco" issues, including without limitation Customer network issues (e.g. LANAI/AN).
4.9.2.9 Repair of damage caused by problems relating to or residing in the power supply or other circuitry.
4.10 Customer Responsibilities. Customer's responsibilities and obligations under the Order Form shall include:
4.10.1 Perform data back-up and be responsible for data retention prior to, during after the expiration of this order.
4.10.2 Obtain, as may be necessary and at Customer's cost, all permits, licenses, variances and other
authorizations required by state and local jurisdictions for installation and operation of the Equipment.
4.10.3 Provide adequate building, space, circuitry, and power in accordance with the standards established by
Arrow SI for proper installation and operation of the Equipment; and ensure that adequate back-up power
to the Equipment exists in the event of a power failure, interruption or outage.
4.10.4 Provide all appropriate communications, documentation, installed equipment lists, cabling and equipment
locations, configuration and maintenance of any software and any software upgrades or back-ups related
to the Equipment and/or CPE.
4.10.5 Appoint an administrator (the "Customer Contact") knowledgeable in Customer operational requirements as
a point of contact to Arrow SI and with the authority to act on Customer's behalf.
4.10.6 Follow all installation, operation and maintenance instructions provided by the Equipment and/or CPE
manufacturer(s).
4.11 Additional Work. In the event Customer requests Arrow SI to perform any activities relating to the limited
warranty exclusions identified in Section 3 and 4.9.2 above, or perform any other services outside the scope of
the Statement of Work, and Arrow SI agrees to do so, Customer shall pay Arrow SI the applicable Labor Rates
(as defined in the Time and Material service description), unless otherwise agreed in writing.
5. Software Licenses. The applicable software licensing agreement(s) (individually or collectively the "License") related
to the
Hardware and/or Software are attached to the Order Form and/or Schedule 1 and will be incorporated herein as part
of the
Agreement. Customer agrees to sign the License. The License is between the Hardware and/or Software
manufacturer and Customer, if applicable, and no changes to or handwritten modifications to the License are
acceptable and/or valid. Arrow SI will return to Customer any License that has been changed or if Customer has made
handwritten modifications.
ARROW SI CONFIDENTIAL
2
Equipment Purchase Terms - 060816
ARROW SI CONFIDENTIAL
030917
7
AfML 'VV Systems Integration
Project Scope of Work (SOW) for
The Village of North Palm Beach V2
Proposal Number: 10555531
V f Five Years Out arrowsi.com
1 Project Scope of Work..........................................................................................................................
3
1.1 Summary of Services by Location.................................................................................................
3
1.2 Description of Services..................................................................................................................4
1.3 Key Customer Stakeholders..........................................................................................................5
2 Management Structure.........................................................................................................................
5
2.1 Project Organization.....................................................................................................................
5
2.2 Arrow SI Project Management Responsibilities............................................................................
5
2.3 Customer Responsibilities.............................................................................................................5
2.4 Project Change Control.................................................................................................................
6
2.5 Project Escalation..........................................................................................................................6
2.6 Project Communication Plan........................................................................................................6
3 Project Preparation...............................................................................................................................6
3.1 Project Kickoff...............................................................................................................................6
3.1.1 External Meeting...................................................................................................................6
3.2 Project Work Hours.......................................................................................................................6
3.2.1 Project Related Travel...........................................................................................................
7
3.2.2 Phased Installation................................................................................................................7
3.3 Site Requirements.........................................................................................................................7
3.3.1 Rack.......................................................................................................................................7
3.4 Remote Access..............................................................................................................................
7
3.5 Solution Cutover...........................................................................................................................
7
Acknowledgment..........................................................................................................................................
7
ARROW SI CONFIDENTIAL
The Arrow SI names and logos used herein are trademarks of Arrow Systems Integration, Inc. and/or
its parent company and affiliates. All rights reserved.
This SOW, system design, and related pricing documents contain confidential information intended only for Customer.
Distribution without written authorization is prohibited.
Proposal #: 10555531 V#: 1
arrowsi.com
V I Five Years Out 1 2
The Services contemplated herein will be provided by Arrow Systems Integration, Inc. ("Arrow SI").
1.1 This V2 SOW is based on a post RFP award meeting. It includes the addition and installation
of:
Six (6) — 700383375 9608 wall mount kits, Six (6) - Jabra PRO 9450 Mono (9450-65-507-105) and
Six (6) - Jabra LINK 14201-33 (14201-33)
1.2 Summary of Services by Location
For a detailed description of services, please refer to section 1.2
1.1.1 Location: Public Safety
IP Office with RSI Shadow CMS Implementation
Custom, Quantity: 1
307350
IPO -SELECT AVAYA IP ENDPOINTS
158
700505424
IP TELEPHONES 9608G GREY GIGABIT
135
700504740
AVAYA B179 SIP CONFERENCE PHONES POE POWER
5
382918
IPO -SELECT WEB COLLABORATION USERS
25
307343
IPO -SELECT 10 POWER USER
54
307332
IPO -SELECT 50 TRUNKS
50
382300
ASBCE SESSION IPO
50
307322
IPO VOICEMAIL PRO
4
UW25OPG-P
SHADOW CMS (250 EXL. Max)
1
UWRTDS-P
SHADOW Real Time Dashboard (RTD) - 5 Licenses
1
307330
CONTACT RECORDER
1
382921
IPO -SELECT 10 VIRTUALIZD SERVER EDITION
1
700511214
IP OFFICE/IP OFFICE SELECT R10 VIRTUALIZED LINUX inslail DVD
1
ARROW SI CONFIDENTIAL
The Arrow SI names and logos used herein are trademarks of Arrow Systems Integration, Inc. and/or
its parent company and affiliates. All rights reserved.
This SOW, system design, and related pricing documents contain confidential information intended only for Customer.
Distribution without written authorization is prohibited.
Proposal #: 10555531 V#: 1 arrowsi.com V FiveYears Out 1 3
1.3 Description of Services
1. IP Office Implementation
e•
Building
Location Network Details
Village Hall
I 501 US Highway One
VH1
20 extensions
VH2
3 fax
VH3
20 Dial In Direct
VH4
1 Auto -attendant Dial In Direct
Village Library
501 US Highway One
VL1
8 extensions
VL2
1 fax
VL3
8 Dialln Direct
645 Prosperity Farms
VL1
15 extensions
VL2
1 fax
VL3
15 Dial In Direct
Public Safety
560 US Highway One
VL1
66 extensions
VL2
3 fax
VL3
8 Dial In Direct
1200 Prosperity Farms
r.,,„,„•n�+„ ron+or
VL1
1 extensions
VL2
No fax
VL3
1 Dial In Direct
Anchorage Park
603 Anchorage Drive
VL1
10 extensions
VL2
1 fax
VL3
10 Dial In Direct
Country Club
951 US Highway One
VL1
24 extensions
VL2
1 fax
VL3
24 Dial In Direct
Community Development
420 US Highway One
VL1
14 extensions
ARROW SI CONFIDENTIAL
The Arrow SI names and logos used herein are trademarks of Arrow Systems Integration, Inc. and/or
its parent company and affiliates. All rights reserved.
This SOW, system design, and related pricing documents contain confidential information intended only for Customer.
Distribution without written authorization is prohibited.
Proposal #: 10555531 V#: 1 arrowsi.com V I Five Years Out 1 4
VL2 1 fax
VL3 14 Dial In Direct
2. RSI Call Accounting and Reporting
• Public Safety - Custom, Quantity: 1
1.4 Key Customer Stakeholders
Key Customer contact:
Name:
Michael Applegate
Title:
IS Manager
Phone:
561-841-3356
E-mail:
mapplegate@village-npb.org
2 Managertient Structure
2.1 Project Organization
The Arrow SI Project Management Team is charged with leading the project implementation for the solution that
Customer has purchased from start to finish. The Arrow SI Project Manager ("PM") will bring additional Arrow SI
Resource Teams into the project and assign tasks as required by this SOW. The additional team members will
report to the Arrow SI PM for this particular project and report all updates to the Arrow SI PM weekly.
2.2 Arrow SI Project Management Responsibilities
Arrow SI will assign a PM who is responsible for overseeing the project from start to finish. The PM will be the
single point of contact ("SPOC") for Customer from SOW signing forward with regard to system implementation.
The PM will direct the implementation team to ensure the milestone dates are met. Project Management
activities will be completed remotely, unless other specified. These activities may include, but are not limited to:
• Project kick-off meeting with Customer's SPOC
• Project Plan & Milestone schedule
• Environmental Specifications provided to Customer
• Equipment delivery and inventory coordination
• Managing change requests with the Arrow SI Account Executive ("AE")
• Project Status Updates
• Cutover Support
• First Day of Business Support
2.3 Customer Responsibilities
Customer will be required to assign a person who will be the SPOC for the project from start to finish. Customer
responsibilities will be as follows:
• Assign a SPOC as project coordinator to work with Arrow SI PM to be responsible for
Customer activities, milestone responsibilities, and project planning. The SPOC will have a
thorough understanding of business requirements and technical environment, and will be
authorized to make binding decisions on Customer's behalf. The SPOC will participate fully
in all aspects of project and respond in a timely manner.
• Accept shipment of equipment, visually inspect boxes, and provide secure location for
storage; packages are not to be opened by Customer
ARROW SI CONFIDENTIAL
The Arrow SI names and logos used herein are trademarks of Arrow Systems Integration, Inc. and/or
its parent company and affiliates. All rights reserved.
This SOW, system design, and related pricing documents contain confidential information intended only for Customer.
Distribution without written authorization is prohibited.
Proposal #: 10555531 V#: 1 arrowsi.com V Five Years Out 1 5
• Provide equipment room and power to meet specifications
• Provide rack space, appropriate power, and shelves for equipment or server installation
according to manufacturer specifications.
• For converged systems with IP endpoints a completed Network Readiness Assessment is
required
• Provide facility and system access for Arrow SI resources
2.4 Project Change Control
This Scope of Work defines the complete and entire work effort associated with this project for the
implementation fees as outlined on Schedule 1. Customer agrees that they have read, reviewed and fully
understand the scope of all services to be delivered and that this Scope of Work includes all services Customer
expects to be performed as a part of the project. Services not specifically identified in this SOW shall be
considered out of scope, even if such omission is a result of unforeseen system requirements or error. When a
change in scope is identified, the Arrow SI Project Manager and assigned Account Executive will work with
Customer to gain an approved and properly executed Change Request form — authorizing any additional
materials and / or labor as well as all applicable pre-tax charges.
All Changes in Scope must be approved in advance and provided to the Arrow Sl Project Manager
before any incremental work effort may commence.
2.5 Project Escalation
The Arrow SI Project Escalation Process is a clearly defined internal and external process. The Customer
Escalation document will be provided to you by the assigned Project Manager and contains all names,
telephone numbers and e-mail addresses of all Arrow SI personnel in the management escalation. If Customer
requires an escalation based on an issue, Customer's first contact should be with the Arrow SI PM. If Customer
feels that further escalation is necessary, it is Customer's right to escalate as Customer sees appropriate.
2.6 Project Communication Plan
The Project Communication Plan that is followed by the Arrow SI PM is meant to give clear and concise
updates to Customer on all aspects of the ongoing project. As appropriate, the Arrow SI PM will update the
Customer SPOC on all activities that are going to occur and the expected outcome. If the project is a larger
and/or longer term project, the agreed method of communication and the frequency of the project updates will
be agreed upon by both parties.
3.1 Project Kickoff
3.1.1 External Meeting
The purpose of the Customer Project Kickoff meeting, held via conference call unless otherwise specified, is for
Arrow SI and Customer to review and understand all aspects of the project implementation plan, including the
time line, as well as to understand the roles and deliverables of each project team member. Arrow SI and
Customer will review the required tasks and responsibilities of Customer and of Arrow SI that will be necessary
in order to achieve a successful implementation.
3.2 Project Work Hours
Project related activities will be completed during working hours, between 8 am and 5 pm, local time of the site
location, Monday through Friday, excluding Arrow SI designated holidays.
Any work performed Saturday or Sunday will incur overtime charges. Any activities requested during or on
Arrow SI designated holidays will require prior approval and will incur premium charges.
ARROW SI CONFIDENTIAL
The Arrow SI names and logos used herein are trademarks of Arrow Systems Integration, Inc. and/or
its parent company and affiliates. All rights reserved.
This SOW, system design, and related pricing documents contain confidential information intended only for Customer.
Distribution without written authorization is prohibited.
Proposal #: 10555531 V#: 1 arrowsi.com V Five Years Out 1 6
3.2.1 Project Related Travel
Unless otherwise identified herein all travel is billable. Any travel associated with this SOW assumes a
minimum of 15 business days' notice or additional charges will apply.
3.2.2 Phased Installation
This SOW assumes this project will be completed in a single phase installation or cutover, unless otherwise
specified. Additional charged will apply for multi -phased projects.
3.3 Site Requirements
Arrow SI will provide Customer with the appropriate site requirements, including power, grounding and HVAC
requirements for the equipment that Arrow SI is providing. Customer is responsible for meeting these site
requirements. Customer will be responsible for determining and meeting the appropriate site requirements for
all Customer provided equipment.
3.3.1 Rack
Customer will be responsible for providing the required amount of rack space in a standard 4 -post equipment
rack.
3.4 Remote Access
Customer to provide appropriate remote access to systems required to complete the service and deliverables
notes in this SOW.
3.5 Solution Cutover
Arrow SI will cut over the Customer solution at a time that is mutually agreed upon by the Parties. Arrow SI will
provide the required resources via remote access or onsite, as detailed in this SOW. Prior to this, Customer
and the Arrow SI PM will agree on a "freeze" for any changes that need to be made to the existing system, if
upgrading, or migrating to a new system. During the cutover no major changes will be made to the configuration
of the system.
IN WITNESS WHEREOF, the Parties have caused this SOW to be executed by their duly authorized
representatives with the intent to be legally bound as of the effective date, for good and valuable consideration,
the receipt and adequacy of which is hereby acknowledged. The SOW is subject to all terms and conditions of
the applicable Agreement, in effect, or otherwise entered into by, Customer and Arrow SI.
Custom Ar Arrow Systems Integration, Inc. -
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Name: D+ L c ' � / Name: -J bl� �1 ' r7,A-
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Date: zV 1 17 Date: y r 1 117
ARROW SI CONFIDENTIAL
The Arrow SI names and logos used herein are trademarks of Arrow Systems Integration, Inc. and/or
its parent company and affiliates. All rights reserved.
This SOW, system design, and related pricing documents contain confidential information intended only for Customer.
Distribution without written authorization is prohibited.
Proposal #: 10555531 V#: 1 arrowsi.com V I FlveYears Out 1 7