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Airbus DS Communications/IS/9,000/Geo Cast Web Solutions
OOP Airbus DS Communications A PIN Information Systems-2014 Appropriation#43-419.55,#43-515.02; P.O. #31675,#31817 Contract Not To Exceed$9,000 AGREEMENT FOR PURCHASE OF GOODS AND SERVICES THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES("Agreement")is hereby entered into by and between the City of Carmel, Indiana, acting by and through its Board of Public Works and Safety ("City"), and Airbus DS Communications,an entity duly authorized to do business in the State of Indiana("Vendor"). TERMS AND CONDITIONS I. ACKNOWLEDGMENT,ACCEPTANCE: Vendor acknowledges that it has read and understands this Agreement, and agrees that its execution of same constitutes its acceptance of all of the Agreement's terms and conditions. 2. PERFORMANCE: City agrees to purchase the goods and/or services (the "Goods and Services") from Vendor using City budget appropriation numbers 43-419.55 and 43-515.02 funds. Vendor agrees to provide the Goods and Services and to otherwise perform the requirements of this Agreement by applying at all times the highest technical and industry standards. 3. PRICE AND PAYMENT TERMS: 3.1 Vendor estimates that the total price for the Goods and Services to be provided to City hereunder shall be no more than Nine Thousand Dollars ($9,000) (the "Estimate"). Vendor shall submit an invoice to City no more than once every thirty(30)days detailing the Goods and Services-provided to City within such time period. City shall pay Vendor for such Goods and Services within.siicty(60) days after the date of City's receipt of Vendors invoice detailing same, so long'as and to the extent such Goods and Services are not disputed, are in conformance with the specifications set forth in Exhibit A and Exhibit B. and are submitted on an invoice that contains the information contained on attached Exhibit C.and Vendor has otherwise performed and satisfied all the terms and conditions of this Agreement. 3.2 Vendor agrees not to provide any Goods and Services to City that would cause the total cost of the Goods and Services provided by Vendor to City hereunder to exceed the Estimate, unless City has previously agreed, in writing,to pay an amount in excess thereof. 4. WARRANTY: Vendor expressly warrants that-the Goads and Services covered by this Agreement will conform to those certain specifications, descriptions and/or quotations regarding same as were provided to Vendor by City and/or by Vendor to and accepted by City all of which documents are incorporated herein by reference, and that the Goods and Services will be delivered in a timely, good and workmanlike manner and free from defect.Vendor acknowledges that it knows of City's intended use and expressly warrants that the Goods and Services provided to City pursuant to this Agreement have been selected by Vendor based upon City's stated use and are fit and sufficient for their particular purpose. s:ComnYW,ESyaa Goot,svcdJn(ocmmo SY3®,120141AV W.DS Communes Croat&Straka FORM-WITH E-vmfy L+Nfltt IWI6/1014 I:36 PMI 1 Airbus DS Communications Information Systems-2014 Appropriation#43-419.55,#43-515.02; P.O. #31675,#31817 Contract Not To Exceed$9,000 5. TIME AND PERFORMANCE: This Agreement shall become effective as of the last date on which a party hereto executes same("Effective Date°),and both parties shall thereafter perform their obligations hereunder in a timely manner.Time is of the essence of this Agreement. 6. DISCLOSURE AND WARNINGS: If requested by City, Vendor shall promptly furnish to City, in such form and detail as City may direct,a list of all chemicals, materials, substances and items used in or during the provision of the Goods and Services provided hereunder, including the quantity, quality and concentration thereof and any other information relating thereto.At the time of the delivery of the Goods and Services provided hereunder, Vendor agrees to furnish to City sufficient written warning and notice(including appropriate labels on containers and packing) of any hazardous material utilized in or that is a part of the Goods and Services. 7. LIENS: Vendor shall not cause or permit the filing of any lien on any of City's property. In the event any such lien is filed and Vendor fails to remove such lien within ten(10)days after the filing thereof,by payment or bonding, City shall have the right to pay such lien or obtain such bond,all at Vendor's sole cost and expense. 8. DEFAULT: In the event Vendor. (a) repudiates, breaches or defaults under any of the terms or conditions of this Agreement, including Vendor's warranties; (b)fails to provide the Goods and Services as specified herein; (c)fails to make progress so as to endanger timely and proper provision of the Goods and Services and does not correct such failure or breach within five (5) business days (or such shorter period of time as is commercially reasonable under the circumstances)after receipt of notice from City specifying such failure or breach; or(d)becomes insolvent, is placed into receivership, makes a general assignment for the benefit of creditors or dissolves,each such event constituting an event of default hereunder,City shall have the right to (1) terminate all or any parts of this Agreement, without liability to Vendor; and (2) exercise all other rights and remedies available to City at law and/or in equity. 9. INSURANCE AND INDEMNIFICATION: Vendor shall procure and maintain in full force and effect during the term of this Agreement, with an insurer licensed to do business in the State of Indiana,such Insurance as is necessary for the protection of City and Vendor from all claims for damages under any workers' compensation, occupational disease and/or unemployment compensation act; for bodily Injuries arising from or as a result of work performed by Vendor while on City's premises, including,but not limited to,personal injury, sickness,disease or death of or to any of Vendor's agents, officers,employees, contractors and subcontractors;and, for any injury to or destruction of property, including,but not limited to,any loss of use resulting therefrom. The coverage amounts shall be no less than those amounts set forth in attached Exhibit D. Vendor shall cause its Insurers to name City as an additional insured on all such insurance policies, shall promptly provide City, upon request,with copies of all such policies, and shall provide that such insurance policies shall not be canceled without thirty(30)days prior notice to City. Vendor shall indemnify and hold harmless City from and against any and all liabilities, claims, demands or expenses(Including,but not limited to, reasonable attorney fees)for injury,death and/or damages to any person or property arising from or in connection with Vendor's provision of Goods and Services pursuant to or under this Agreement or Vendor's use of City property. S.`CoemsWotSre&UoeNsvcdlv6,meoo Sysiasal20141AshusDSC°mmvmoim Goods&Swm FORM•WITH E-Venty Laciptegetzt I0116/t°1°156 PM] 2 Airbus DS Communications Information Systems-2014 Appropriation#43-419.55,#43-515.02; P.O. #31675,#31817 Contract Not To Exceed$9,000 Vendor further agrees to indemnify, defend and hold harmless City and its officers, officials, agents and employees from all claims and suits arising from Vendors gross negligence or willful misconduct, including, but not limited to, all court costs, attorney fees, and other expenses, caused by any act or omission of Vendor and/or of any of Vendor's agents, officers, employees, contractors or subcontractors in the performance of this Agreement. These indemnification obligations shall survive the termination of this Agreement. 10. GOVERNMENT COMPLIANCE: Vendor agrees to comply with all federal,state and local laws, executive orders, rules, regulations and codes which may be applicable to Vendor's performance of its obligations under this Agreement, and all relevant provisions thereof are incorporated herein by this reference. Vendor agrees to indemnify and hold harmless City from any loss, damage and/or liability resulting from any such violation of such laws, orders, rules, regulations and codes.This Indemnification obligation shall survive the termination of this Agreement. 11. NONDISCRIMINATION: Vendor represents and warrants that it and all of its officers, employees, agents, contractors and subcontractors shall comply with all laws of the United States, the State of Indiana and City prohibiting discrimination against any employee,applicant for employment or other person in the provision of any Goods and Services provided by this Agreement with respect to their hire,tenure,terms,conditions and privileges of employment and any other matter related to their employment or subcontracting, because of race, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status and/or Vietnam era veteran status. 12. E-VERIFY Pursuant to I.C. §22-5-1.7 et seq., as the same may be amended from time to time, and as is incorporated herein by this reference (the "Indiana E-Verify Law°), Vendor is required to enroll in and verify the work eligibility status of its newly-hired employees using the E-Verify program, and to execute the Affidavit attached herein as Exhibit E, affirming that it is enrolled and participating in the E-verify program and does not knowingly employ unauthorized aliens. In support of the Affidavit, Vendor shall provide the City with documentation indicating that it has enrolled and Is participating In the E-Verify program. Should Vendor subcontract for the performance of any work under and pursuant to this Agreement, it shall fully comply with the Indiana E-Verify Law as regards each such subcontractor. Should the Vendor or any subcontractor violate the Indiana E-Verify law,the City may require a cure of such violation and thereafter, if no timely cure is performed, terminate this Agreement in accordance with either the provisions hereof or those set forth in the Indiana E-Verify Law.The requirements of this paragraph shall not apply should the E- Verify program cease to exist. 13. NO IMPLIED WAIVER: The failure of either party to require performance by the other of any provision of this Agreement shall not affect the right of such party to require such performance at any time thereafter, nor shall the waiver by any party of a breach of any provision of this Agreement constitute a waiver of any succeeding breach of the same or any other provision hereof. S:Coo M ESwd Good,SoSMem,ioe Sy'm.1201AM=DS Comm,, vGmh&Snw FORM-Wryll E-Vmly Impgedov 10'16^OM hS6 PM) 3 Airbus DS Communications Information Systems-2014 Appropriation#43-419.55,#43-515.02; P.O. #31675,#31817 Contract Not To Exceed$9,000 14. NON-ASSIGNMENT: Vendor Neither party shall not assign or pledge this Agreement,whether as collateral for a loan or otherwise, and shall not delegate its obligations under this Agreement without City's the non-assigning parry's prior written consent. 15. RELATIONSHIP OF PARTIES: The relationship of the parties hereto shall be as provided for in this Agreement, and neither Vendor nor any of its officers, employees, contractors, subcontractors and agents are employees of City.The contract price set forth herein shall be the full and maximum compensation and monies required of City to be paid to Vendor under or pursuant to this Agreement. 16. GOVERNING LAW;LAWSUITS: This Agreement is to be construed in accordance with and governed by the laws of the State of Indiana, except for its conflict of laws provisions. 17. SEVERABILITY: If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive order or other rule of law,such term shall be deemed reformed or deleted, but only to the extent necessary to comply with same,and the remaining provisions of this Agreement shall remain in full force and effect. 18. NOTICE: Any notice provided for in this Agreement will be sufficient if it is in writing and is delivered by postage prepaid U.S. certified mail, return receipt requested, to the party to be notified at the address specified herein: If to City: City of Carmel AND Douglas C.Haney,City Attorney One Civic Square Department of Law Carmel, Indiana 46032 One Civic Square Terry Crockett Carmel, Indiana 46032 If to Vendor: Airbus DS Communications 42505 Rio Nedo Temecula, CA 92590 Telephone:951-719-2275 Fax: 951-296-2727 ATTENTION: Ryan Christensen 19. TERMINATION: 19.1 Notwithstanding anything to the contrary contained in this Agreement, City may, upon notice to Vendor, immediately terminate this Agreement for cause, in the event of a default hereunder by Vendor and/or if sufficient funds are not appropriated or encumbered to pay for the Goods and Services to be provided hereunder. In the event of such termination, Vendor shall be entitled to receive only payment for the undisputed invoice amount representing conforming Goods and Services delivered as of the date of termination, except that such payment amount shall not exceed the Estimate amount in effect at the time of termination, unless the parties have previously agreed in writing to a greater amount. S.Wormmldot5wa&Goons SvaaVnfermdma 5ydem,52Dl41/a6a,DS Commvnx'tlmmGoods&Stmors FORM•WM4 E-vmfy Larigmadocx 10/16/2014 1.56 Mfi 4 Airbus DS Communications Information Systems-2014 Appropriation#43-419.55,#43-515.02; P.O. #31675,#31817 Contract Not To Exceed$9,000 19.2 City may terminate this Agreement at any time upon thirty(30) days prior notice to Vendor. In the event of such termination, Vendor shall be entitled to receive only payment for the undisputed invoice amount of conforming Goods and Services delivered as of the date of termination, except that such payment amount shall not exceed the Estimate amount in effect at the time of termination, unless the parties have previously agreed in writing to a greater amount. 19.3 The City may terminate this Agreement pursuant to Paragraph 11 hereof,as appropriate. 20. REPRESENTATIONS AND WARRANTIES The parties represent and warrant that they are authorized to enter into this Agreement and that the persons executing this Agreement have the authority to bind the party which they represent. 21. ADDITIONAL GOODS AND SERVICES Vendor understands and agrees that City may,from time to time, request Vendor to provide additional goods and services to City. When City desires additional goods and services from Vendor, the City shall notify Vendor of such additional goods and services desired, as well as the time frame in which same are to be provided. Only after City has approved Vendor's time and cost estimate for the provision of such additional goods and services, has encumbered sufficient monies to pay for same, and has authorized Vendor, in writing,to provide such additional goods and services, shall such goods and services be provided by Vendor to City.A copy of the City's authorization documents for the purchase of additional goods and services shall be numbered and attached hereto in the order in which they are approved by City. 22. TERM Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph 19 hereinabove,this Agreement shall be in effect from the Effective Date through December 31,2014 and shall, on the first day of each January thereafter,automatically renew for a period of one(1)calendar year, unless otherwise agreed by the parties hereto. 23. HEADINGS All heading and sections of this Agreement are inserted for convenience only and do not form a part of this Agreement nor limit,expand or otherwise alter the meaning of any provision hereof. 24. BINDING EFFECT The parties, and their respective officers, officials, agents, partners, successors, assigns and legal representatives,are bound to the other with respect to all of the covenants,terms,warranties and obligations set forth in Agreement. 25. NO THIRD PARTY BENEFICIARIES This Agreement gives no rights or benefits to anyone other than City and Vendor. 26. IRAN CERTIFICATION: Pursuant to I.C. § 5-22-16.5, the Vendor shall certify that, in signing this document, it does not engage in investment activities within the Country of Iran. fe....jP,,LS, &oat s tttc. co SyumN0141AkW,DS Cammmmvu GootA Senme FORM-WITH DVn*ltg ckx 100620141:66 PM] 5 Airbus DS Communications Information Systems-2014 Appropriation#43-419.55,#43-515.02; P.O. #31675,#31817 Contract Not To Exceed $9,000 27. ADVICE OF COUNSEL The parties warrant that they have read this Agreement and understand it, have had the opportunity to obtain legal advice and assistance of counsel throughout the negotiation of this Agreement, and enter into same freely,voluntarily,and without any duress, undue influence or coercion. 28. ENTIRE AGREEMENT: This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire agreement between Vendor and City with respect to the subject matter hereof, and supersedes all prior oral or written representations and agreements regarding same. Notwithstanding any other term or condition set forth herein, but subject to paragraph 16 hereof, to the extent any term or condition contained in any exhibit attached to this Agreement or in any document referenced herein conflicts with any term or condition contained in this Agreement, the term or condition contained in this Agreement shall govern and prevail. This Agreement may only be modified by written amendment executed by both parties hereto, or their successors in interest. IN WITNESS WHEREOF,the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA Airbus DS Communications by and through its Board of Public Works and Safety By: By, James Brainerd, sidi g Off r Autu ized Signature Date: / u,�f t't`cero PritRed Name M ry An urke, e ber ms / r Date: teyA Title Lori S.Watsdri Metnb r FID/TIN: Date&-/ 1 t ! </ I I Last Four of SSN if Sole Proprietor. ATTEST: Date: ri ljoiaffe Diana Cordray, IAMC, I rk-Treasurer Date: SiCommMofS.a&GoodsSwVdo,mam SyamsV0141Aubu OS Co®utimm Goods&Scrota FORM•WM1 E•Vat Laps emo:IW16/2014 156 PM) 6 „ „ , t Vsr`Vt,t1"41!„;01/ * r AI^ aleelt,q1P4 7- t.• t_ ' ' • 4 et Ifigrl 0 N1,,PROPOSAL , ssa , Airbus DS Communications Notification Solutions and Services For Comprehensive List- and Map-based Communications • ra itygoW-,,,, alta,-1atter'47 7,„ gtv,t4, • e d eo• A ro e4 itt 't4,;Iggf5;kft° r • in"teFtrivall 41, J”re,441/4:4 s4 fr acr,„, :to 'tr.* :ffa;.. t4 • tt-t4L+ arrie c! .(12.1 m'SPublic Safety Business Continuity Homeland Defense Prepared For: City of Carmel, IN 10/16/2014 This proposal is valid for 120 days COMMUNICATIONS N CRITICAL 4„c„„ •;,^ - THE GLOBAL LEADER iS). " ANA"*.c. AAA%it ; Ai •Art A. A. A -A, tiA1.7:14t?... A Al l.r,A;k1Akr:-713-A,Att."? 4•1•LA --• - -• :;‘, trxr,44.4tts e`-'?"-rt' ExIn; bi+ CfC r((Ctmiwnicabr!NX7 PROPOSAL Introduction_ Thank you for the opportunity for Cassidian Communications, an EADS North America company, to provide our industry renowned Notification Solutions and Services(NSS). Throughout our history, we have engineered premise-based and hosted platforms to consistently perform in situations impacting operational resiliency and personal safety. Our solutions are scalable in design, supporting simple to highly complex communications and budgets of every size. As a result,thousands of public and private sector clients worldwide look to us for the experience, choice and performance essential to executing their rapid notification strategies. Experience.With almost 30 years in the industry, our growing list of clients speaks volumes toward the integrity and commitment of Cassidian Communications, and demonstrates our continued investment in people, business processes, applications and global presence. Other key points include: • Highly diverse customer community spanning multiple industries, including defense, security, finance, healthcare, utility, retail,oil and chemical, as well as public safety and government • Detailed knowledge and integration with commonly used incident management tools, databases and technologies • Thorough understanding of emerging communications standards, alerting protocols and emergency notification pitfalls Choice. Only Cassidian Communications offers discrete deployment options adaptable to any environment or operational need, yet fully engineered to support the unique communications needs of our clients. Our broad range of offerings, coupled with invaluable customer input, allows us to be active consultants In the design, deployment and support of our notification solutions and services. • Premise-based, hosted(SaaS model)and hybrid platforms • List-and map-based applications • API integration with various applications,databases and/or technologies • Complete scalability across jurisdictions or through public-private partnerships Performance. Cassidian Communications notification solutions and services have proven secure and reliable in the most extreme situations. Our people, systems and business processes help organizations to reduce risk, shorten recovery time, maintain public confidence and enhance regulatory compliance. Their success drives our ongoing development efforts and customer service initiatives,allowing us to continually raise the bar in the notification industry. • Security-hardened offerings; passing of rigorous vulnerability assessments • Multiple Tier III, geographically dispersed and SSAE 16 (formerly SAS 70) certified data centers • Earned Joint Interoperability Test Command (JITC)certification • ISO 9001:2008-certified organization A a of 20 i0;anuwnica orMT PROPOSAL The Communicator! NXT The Communicator!°NXTTM is the latest critical communications software solution from Cassidian Communications.Available on-premise, hosted or hybrid (combination), it is a web-based application that enables easy and quick delivery of messages to virtually any communications device. The software, accessible using a web browser(via the Internet, LAN or WAN), provides rules-based staff and group notifications. Initiate notifications in a matter of seconds such as:work-place violence, staffing issues, BC/DR drills, security breaches, department notices,employee safety,network failures,Teleconference Bridge, school closings, campus law enforcement, help-desk notifications, and many more. Only The Communicator! NXT solution possesses the speed and intelligence required to mobilize groups of any size or type. The application easily fills positions based on specified criteria such as skill, certification and availability. It also integrates with third-party tools and databases through a simple yet robust Application Programming Interface(API). With The Communicator! NXT solution, notifications can be activated directly from the desktop or remotely by phone. Users can modify contacts, prepare messages and assess results, easily managing communications from start to finish. 4111 Lis Pea ACTIVATES easily vie .1t ^"'------ - NOTIFIES using zMry plOne.<ompureruGDA, �yia, - ea. possible device - r Cassidian Communications,an EADS North Amenca company Notification Services 8 Solutions NXT/GCW Proposal 012712 2 A 3 of 10 i(( ►id EUtMXT PROPOSAL GeoCast Web Built on ESRI's ArcIMS technology, the GeoCast Web'm solution from Cassidian Communications brings true, one-to-many communication to the worldwide web, making the Internet a safe and secure environment for even the most critical and widespread of notifications. Simply log into a password-protected website to view digital, street-level maps of your specific area, and then isolate location(s)requiring communication. GeoCast Web automatically builds a contact list, rapidly alerting people based on their geographic location. A few key features include: • Seamless geocoding of 9-1-1 data and mapping coordinates • Highly flexible directional calling capability(i.e., north to south, closest to farthest, etc.) • Comprehensive reporting for a full audit trail • Accommodates unlimited map layers,entities, scale values and attributes • Saves messages, including text-to-speech(TTS),and pre-defined goezones for future use • TTY/TDD detection for hearing-impaired notification GeoCas6 Web v - ^� 4 - e ;'. ^ • V �� aa£." - ✓• i «s CAS .a -.,-, . ax i•r 5 r-rti :;r- 1T mpf r /'C i� e:42y 4 s t f i Y A'. Le th,_ � 6""U� `t v k` ,�p w xf Cassidian Communications,an EADS North America company Notification Services&Solutions NXT/GCW Proposal 012712 2 A a(C¢itmtunicabrINX PROPOSAL _ Pricing: Hosted City of Cannel, IN Customers:Todd Luckoski&Terry Crockett Date: 10/16/2014 Acct Executive: Jason Pilots Proposal: DIR46718 615-791-3953 jason.pllote@airbus-dscomm.com Solution Offered: Hosted-Communicator! NXT 4.4&GeoCast Web Solution Suites: Powerful, web-based application automates even the most complex list-based(Communicator NXT)and map- based(Geocast Web)notification procedures.Quickly provides individuals with situation details or instruction and gathers critical feedback, such as ETA. Term: 3 or 5 Year(rate lock-in) includes: • Web-Based Application: software accessible using a web browser (via Internet, LAN, or WAN • List and Map-Based Notification • Enhanced Browser Compatibility(version 4.4): Security Users can access The Communicator! NXT notification solution using their preferred web browser. Supported web browsers include: Firefox®, Google Chrome', Safari®, Microsoft®Internet Explorer®7, Microsoft®Internet Explorer®8,and Microsoft®Internet Explorer®9 • Upgraded Server Compatibility: The Communicator! NXT platform has been upgraded to operate with Microsoft®Windows Server®2008 and Microsoft®SQL Server 2008 • Advanced Encryption Standard: data integrity is always a topic of interest for database managers and system administrators alike, With this in mind, Cassidian Communications has incorporated AES (256-bit) encryption to better protect your security information including passwords and PIN numbers • Notification Methods: mobile device,fax(optional),telephone, SMS Text,email,pager, overhead page • Qualification Methods: Phone, email, SMS Text • 50,000 Universal Calling Minutes/SMS(text)Message Units • Up to 10 concurrent users • Voice or Text to Speech-English (other languages available) • SAML Authentication • Web Accessibility for the Disabled • °Chat°with Technical Support from Communicator! NXT • Arabic Language Support Cassidian Communications,an EADS North America company Notification Services&Solutions NXT/GCW Proposal 012712 2 60c10 ((affilideatorna 1 PROPOSAL Pricing Cont._ • Improved Web Accessibility for the Disabled • Two Way SMS Messaging • Auto Text for Messages • Record By Phone: New Voice Message Creation Tool • Completed Reports Tab • Customize'Caller ID' Displayed to Call Recipient by Company • Set Time Zone for Each Company • International Phone Number Format • Redundant Host Backup: a complimentary, secondary, back-up system which provides near, real-time redundancy of your primary system to a standby server located in our 2nd hosting center, in Mesa, Arizona. This service allows your operation to use an altemate server should your primary server be rendered unavailable or inoperative for any reason • Custom Reports: create your own reports,specifically designed by you • Web/Telephone Check-In allows you to automatically validate the well-being of your personnel, ultimately maximizing employee accountability measures. Personnel provide their status by telephone or through a secure website, and reports provide check-in responses for follow-up action • Customized Self-Registration Portal(SRP)—Map to GCW > Collection of cell phone numbers,VoIP,emails > Automatically geo-codes • Unlimited Emalls: no minute charges for use of emails • Annual Geo-coding(99.9%data accuracy rating) > Customer to provide maps and data;additional options are available via Cassidian • MassCall option for increased capacity callouts in large-scale events(32,000 phone lines) • Annual Software Maintenance,and Support Plan • Project Coordination and Hosting Setup • Training: 1 free seat of in-house training at Cassidian Communications, Franklin,TN • Training: Unlimited Access to CBTs (Computer-based training modules) where you can view, at your convenience, live, pre-recorded training sessions; brush up on skills, or train new users of the system • 24/7/365 Technical Support(including access to the NSS support portal) Annual Cost: $9,000 (all-inclusive plan) Cassidian Communications,an EADS North America company Notification Services 8 Solutions NXT/GCW Proposal 012712 2 H ic(Camawnicator!AT PROPOSAL Optional Add-ons NXT&GCW Training NXT&GCW Training @ NSS-1 seat $1,000 NXT/GCW Training©NSS->two seats(per seat): $750 OnSite NXT&GCW Training Onsite NXT/GCW Training—5+participants(per person): $600 Basic Domestic Travel for Training: $1,200 Web Training NXT/GCW Web Training per seat: $750 Data: GIS: Commercial Phone Data(0-75,000 pop)(Annual) $ 1,000 GIS: Commercial Phone Data(75,000-150,000 pop)(Annual) $ 1,500 GIS: Commercial Phone Data(150,000-300,000 pop)(Annual) $2,000 GIS: Commercial Phone Data(300,000-600,000 pop)(Annual) $2,500 Maps: Commercial Map—County $630 Commercial Map-Tri-County Area $ 1700 Cassidian Communications,an EADS North America company /� Notification Services&Solutions NXT/GCW Proposal 012712 2 IA 1Of1O t(CoWrnadcabr!'NX`i PROPOSAL Options Cassidian Communications understands that every organization has unique communications needs, and has developed a variety of add-on's to complement your existing configuration. To fulfill your notification requirements, we have included the following options in our proposal. Some of these options may have been already added to your proposal above. Additional Company A Company enables you to completely segregate your organization's data into separate databases within your emergency notification solution. This ensures data integrity and provides security when other departments or agencies share the system, as they cannot view or modify information outside of their own Company. API SDK(XML,SOAP and .NET API) The Application Programming Interface(API) allows The Communicator!NXT to integrate with other technologies inside your organization (e.g., FIR databases, overhead paging systems, BC/DR tools, etc.), further streamlining your critical communication processes. It also provides you the ability to configure the system in any language through the user interface(using double-byte support). Auto Import The Auto Import feature directs The Communicator? NXT to watch a designated directory or folder for a data file, which is automatically imported without human intervention based on a designated schedule/frequency. Community Care Community Care enables designated caregivers to feel confident knowing the individuals they are responsible for are being automatically checked on by telephone when unaccompanied. More importantly, if the person cannot be reached or indicates that he/she needs help, the caregiver is alerted of the situation or local authorities are notified to send someone to the residence. Conference Bridge/Call Transfer The Conference Bridge/Call Transfer option serves as a virtual meeting place, bringing key individuals together by telephone. This option can be set up to transfer call recipients to a conference bridge, live operator,help desk or other designated telephone line. It can also be used to transfer a call recipient into The Communicator!NXT to activate other scenarios. DataSync Back-up Using SQL Server" backup and restore technology, DataSync Back-up provides near real-time back-up of The Communicator! NXT to a standby server located in Cassidian Communications Hosting Center. This option creates a redundant system, allowing your operation to use an alternate server should your primary server be rendered unavailable or inoperable for any reason. Desktop Alerting Cassidian Communications provides desktop alerting applications, which instantly disseminate messages to the screens of any networked PC or laptop. Depending on your needs,audible and/or visual alerts take precedence over all other open applications,ensuring the notification is received. Cassidian Communications,an EADS North Arnenca company Notification Services&Solutions NXTFGCW Proposal 012712 2 iJ-.1` 8 of!.O tt(( nnlrabrTX T PROPOSAL Options Cont._. Inbound Bulletin Board The Inbound Bulletin Board is used to deliver status updates or general information to incoming callers(e.g., residents, community groups, employees,etc.). It can be used to provide emergency or everyday information, saving time and resources from answering routine informational calls. Self-Registration Portal(SRP) The SRP is a customizable, highly secure and easy-to-access web tool that allows people to sign up to receive notifications. Once implemented, the option to °click to register° appears on your website or intranet, quickly linking individuals to the SRP's URL. Here, they can complete a short web form. supplying their physicalemail addresses and phone numbers. In addition, they can opt in their SMS device to receive text messages, or even select to receive emergency and/or routine messages. Survey The Survey module allows you to compose any number of questions for delivery via phone and/or email. It can be used to collect information pertaining to a variety of events, including pandemics, hurricanes, service outages and more. The Survey module also allows individuals to provide feedback about their well-being, enabling you to know if they are safe and okay. Responses are viewed in real-time reports,available in detail and summary formats. Web/Telephone Check-In Web/Telephone Check-In allows you to automatically validate the well-being of your personnel, ultimately maximizing employee accountability measures. Personnel provide their status by telephone or through a secure website, and reports provide check-in responses for follow-up action Cassidian Communications, an EARS North America company ANotification Services&Solutions NXTIGCW Proposal 012712 2 q oc20 tc(i ginstDrrNXf PROPOSAL Installation, Support & Training_ CassidianCommunications provides a variety of resources to assist you in the successful use of your emergency notification solution,to include: Installation • Assignment of project manager to successfully lead installation and coordination of your solution deployment • Guidance and project coordination/planning to ensure The Communicator!NXT is configured to function correctly within your infrastructure • Premise-based configurations include on-site installation and readiness testing by technician • Assistance with importing of data and creation of initial notification scenarios Support • 24/7 multi-tier Technical Services Help Desk made up of a team of full-time professionals, dedicated to providing the highest level of technical support • Unlimited assistance by telephone,email and chat • Includes software upgrades/updates as released by Cassidian Communications Quality Assurance team(dependent on deployment option) • Newsletters and information on Cassidian Communications products and services • Technical website available at support.cassidiancommunications.com, providing access to manuals, best practices,tips and tricks and more Cassidian Communications University Cassidian Communications offers a variety of training options, covering all topics necessary for optimum system performance and meeting any scheduling need. • In-house: In this two-day course held at Cassidian Communications Franklin, Tennessee, location, users can comfortably share ideas and network, exploring best practices for utilizing the technology within their operations • On-site: Clients can elect to have an experienced member of the training team come to your location, providing flexibility for multiple teams/shifts to take part and accommodating the most demanding of schedules • Web-based: This option enables you to take part in real-time, instructor-led training specific to your organization and needs • Computer-based: Through Cassidian Communications online Learning Management System(LMS),you can view recorded training sessions,anytime and at your convenience Cassidian Communications,an EADS North America company Notification Services&Solutions NXTIGCW Proposal 0127122nn -�1 V1 SERVICE AGREEMENT This Service Agreement("Agreement")is made and entered into this day of- ,2014("Effective Date")by and between Airbus DS Communications,Inc.,a California corporation("Airbus DS Communications"),located at 42505 Rio Nedo,Temecula,CA 92590,or its authorized reseller,and City of Carmel,Indiana,acting by and through its Board of Public Works and Safety("Customer"),located at One Civic Square,Carmel,Indiana 46032. Both Airbus DS Communications and Customer may alternatively be referral to as a"Party"and collectively as the"Panics". I. rtefinitioas. 1.1 "Content" means the audio and visual information, Documentation, Software, products and services contained or made available to Customer in the course of using the Service, 1.2 "Customer Data" means any data, information or material that Customer submits to the Service in the course of using the Service. 1.3 "Documentation"means on-line material provided by Airbus DS Communications or its authorized timelier to assist Customer in the use of the Service. 1.4 "Initial Service Term"means the period of time commencing on the online date for Services as set forth in the Customer Proposal D1R46718('Proposal")attached hereto and incorporated herein as Exhibit A 1.5 "Airbus DS Communications Technology" mains the Airbus DS Communications provided technology (including but not limited to Documentation, Software, hardware, equipment, products, processes, algorithms, user interfaces,know-how, techniques,designs, and other tangible or intangible technical material or information) made available to Customer by Airbus DS Communications in providing the Service. 1.6 "Software"means the application software programs and any updates,modifications and corrections thereto to which Airbus DS Communications has granted access to Customer as part of the Service hereunder. 1.7 'Service"means the emergency notification system accessible via the Internet and all associated applications and modules identified in the Proposal and purchased by Customer and all ancillary online or offline products and services provided to Customer by Airbus DS Communications hereafter. 1.8 "User" shall refer to Customer's employees, representatives, consultants, contractors or agents who arc authorized to use the Service and have been supplied with user identifications and passwords by Customer. 2. Payment and Taxes. 2.1 Customer's Purchase. In consideration of the fees described herein, Airbus DS Communications or its authorized reseller shall provide Customer with access to the Service as described herein and as governed by the terms and conditions of this Agreement,accepted Proposal,and incorporated documents.Additional services may be added by the parties throughout the term of this Agreement through a subsequent proposal issued by Airbus DS Communications,which may be accepted through Customer purchase order and shall be governed by the terms and conditions set forth under this Agreement 2.2 Fees of Service. For the Initial Service Term,Customer will pay Airbus DS Communications or its authorized reseller the amount set forth in the Proposal. Payment shall be made within thirty (30) days from the date of the invoice. License rights granted hereunder and Services shall automatically renew annually unless terminated by Customer's written notice to Airbus DS Communications or its authorized reseller not less than ninety(90)days prior to the expiration of the then in effect term. Airbus DS Communications or its authorized reseller shall invoice Customer for the renewal term sixty(60)calendar days prior to the then in effect term. Payment on the renewal invoice shall be due on or before the expiration of the current term. 2.3 Calling Minutes/SMS Messages. See Proposal. 2.4 Taxes. Customer will pay all taxes based on this Agreement or any product or services related thereto, excluding taxes based on Airbus DS Communications' income, but including personal property taxes, if any. All shipping and insurance charges for products shipped between Airbus DS Communications and Customer will be paid by Customer. 3. License,Access and Use of the Service. 3.1 License: Airbus DS Communications hereby grants Customer a non-exclusive, non-transferable, worldwide right to use the Service, solely for Customer's internal business purposes,subject to the teams and conditions of this Agruvrent. All rights not expressly granted to Customer arc reserver!by Airbus DS Communications and its licensors. 3.2 Access: Customer and,Airbus DS Communications shall agree upon,prior to Customer's use of the Service, the offices and Users authorized to access the Service and such Users shall be identified in writing in advance by Exhibit of —0 Customer. Customer may modify the Users of the Service by providing advance written notice to Airbus DS Communications. Customer may authorize access for the number of simultaneous,concurrent Users of the Service at any given time. Passwords provided for Service access may be used only by authorized personnel. Neither Customer nor its authorized personnel shall divulge,sublicense,assign or transfer to any third party passwords established for access to the Service.Customer shall be responsible for the confidentiality and security of its User identifications and passwords. 3.3 Customer Responsibilities: Customer is responsible for all activity occulting in its User accounts and shall abide by all applicable local,state,national and foreign law,treaties and regulations in connection with Customer's use of the Service,including but not limited to data privacy,security,international communications and the transmission of technical or personal data. Customer shall: (i) Prevent unauthorized access to the Service and notify Airbus DS Communications immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Airbus DS Communications immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by Customer;and(iii)ensure that use of the Service by all of Customer's Users is in compliance with this Agreement. 3.4 Restrictions: Customer shall not knowingly(i)license,sublicense,sell,resell,transfer,assign,distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way;(ii)modify or make derivative works basal upon the Service or the Content;(iii)create Internet"links"to the Service or"frame" or `mirror" any Content on any other server or wireless or Internet-based device; (iv) said spam or otherwise duplicative or unsolicited messages in violation of applicable law; (v)send or store infringing,obscene, threatening, libelous,or otherwise unlawful or tortuous material,including material harmful to children or violative of third party privacy rights;(vi)said or store material containing software viruses,worms,Trojan horses or other harmful computer code,files,scripts,agents or programs;(vii)interfere with or disrupt the integrity or performance of the Service or the data contained therein, including but not limited to Customer Data;(viii)attempt to gain unauthorized access to the Service or its related systems or networks;(ix)reverse engineer or access the Service in order to(a)build a competitive product or service,(b)build a product using similar ideas,features,functions or graphics of the Service,or(c)copy any ideas,features,functions or graphics of the Service. 4. Customer Data. Airbus DS Communications does not own any data, information or material that Customer submits to the Service in the course of using the Service("Customer Data"), Customer shall have sole responsibility for the accuracy,quality,integrity,legality,reliability,appropriateness and intellectual property ownership or right to use of all Customer Data. Airbus DS Communications shall not be responsible or liable for the deletion,correction, destruction,damage loss or failure to store any Customer Data Customer shall maintain a copy of all Customer Data Customer is solely responsible for adherence to any privacy act or regulation regarding such Customs-Data and Airbus DS Communications will have no responsibility with respect to the same. Regarding any self registration portal tool purchased or licensed by Customer through or with Airbus DS Communications, Customer shall assume all duties, obligations and compliance with any applicable law regarding its use,including but not limited to the gathering,storage and dissemination of such Customer Data. Customer shall also be solely responsible for communicating any applicable notices or terms of use to its registrants. These duties and obligations arc non-delegable by Customer to Airbus DS Communications. 5.Privacy and Security:Disclosure. Airbus DS Communications' Data Security and Encryption Policy and Hosting Center Policy are available upon Customer request. Airbus DS Communications reserves the right to modify these policies in its reasonable discretion from time to time but only after sixty(60)days prior written notice to Customer. If customer does not agree to the new terms,this Agreement may be terminated without penalty by Customs-. Note that because the Service is a hosted, online application, Airbus DS Communications may need to notify all Users of the Service of important announcements regarding the operation of the Service and will use Customer information for that purpose. 6. Training and Support Services 6.1 Training. Training,if purchased by Customer,will be reflected on the corresponding invoice. 6.2 Subject to the terms and conditions of this Agreement and provided that Customer pays all applicable fees related to the Service, Airbus DS Communications shall provide Customer with support described in this Agreement and as more particularly described in Airbus DS Communications' Technical Service Center Support Plan("Support Plan")a copy of which may be viewed at htin;usunnon.Airbus DSeomrnunications,com, which is attached and is incorporated herein by reference. Airbus DS Communications reserves the right to modify the terms and conditions of the Support Plan at any time,but only after sixty(60)days prior written notice to Customer. If Customer does not agree to the new terms,this Agreement may be terminated without penalty by Customer. 7. Warranty. 7.1 Warranty. Each Party represents and warrants that it has the legal power and authority to alter into this Agreement. Airbus DS Communications represents and warrants that it will provide the Service in a manner consistent b a of'S6 with general industry standard reasonably applicable to the provision thereof and that the Services will perform substantially in accordance with the online Airbus DS Communications Documentation under normal use and circumstances. The Customer represents and warrants that it has not falsely identified itself or provided any False information to gain access to the Service. 7.1.1 During the Initial Service Term,Airbus DS Communications will provide such assistance as it deems reasonably necessary to cause the Airbus DS Communications Service to perform materially in accordance with the then current Documentation provided that Customer's use is in accordance with this Agreement and the Documentation. 7.2 RESERVED 7.3 RESERVED 7.4 Intellectual Property,Trademark and Copyright. Airbus DS Communications retains ownership of the Software and Su vice, any portions or copies thereof,and all rights therein. Airbus DS Communications!loaves all rights not expressly granted to Customer.This Agreement does not grant Customer any rights in connection with any trademarks or service marks of Airbus DS Communications, its suppliers or licensors. All right, title, interest and copyrights in and to the Software, Service and Documentation and any copies thereof are owned by Airbus DS Communications,its suppliers or licensors. All title and intellectual property rights in and to the Content which may be accessed through use of the Service is the property of the respective Content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This Agreement grants Customer no rights to use such Content. 8. Limitation of Liability. IN NO EVENT WILL AIRBUS DS COMMUNICATIONS BE LIABLE TO CUSTOMER FOR ANY INDIRECT, INCIDENTAL, SPECIAL. CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF DATA, LOSS OF PROFITS, LOSS OF BUSINESS INFORMATION, BUSINESS INTERRUPTION OR ANY OTHER PECUNIARY LOSS ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE OR SOFTWARE OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES,ARISING OUT OF OR RELATED TO THIS AGREEMENT. 9. Confidentiality. A Party receiving Information (defined below) of the other will not knowingly disclose such Information other than to persons in its organization who have a need to know and who will be r quired to comply with this Section 9. The Party receiving Information will not knowingly use such Information for a purpose'inconsistent with the terms of this Agreement. "Information" means the Software, Documentation and all information and intellectual property related thereto(including, but not limited to all databases provided to Customer by Airbus DS Communications whether created by Airbus DS Communications or its third party licensors such as,without limitation, the mapping product databases) as well as information related to the business of Airbus DS Communications or Customer. Information will not include: (i) information publicly known prior to disclosure; (ii)information coming into the lawful possession of the recipient without any confidentiality obligation; (iii) information required to be disclosed pursuant to regulatory action or court order,provided adequate prior written notice of any request to disclose is given to the Party whose information is to be disclosed:and(iv)information disclosed pursuant to a public records request,provided adequate prior written notice of any request to disclose is given to the Party whose information is to be disclosed. Each Party will exercise at least the same degree of care to safeguard the confidentiality of the other's Information as it does to safeguard its own proprietary confidential information,but not less than a reasonable deg ee of rare. 10.RESERVED 11.Injunctive Relief. Each Party acknowledges that a violation or threatened violation by it of Section 9 hereof would result in damage that is largely intangible but nonetheless real and that is incapable of complete remedy by award of damages. Thus,such violation or threatened violation will give the injured Party the right to a court-ordered injunction to specifically enforce such covenant or obligation. 12.RESERVED 13.Term. This Agreement will commence upon the Effective Date and shall continue until the end of the Initial Service Term as set forth in the Proposal. During the Initial Service Term,this Agreement shall not be terminable by Customer,except in instances of material breach(described below). Immediately following the Initial Soviet Term, this Agreement shall automatically renew for additional one (I) year terms ("Renewal Term") in accordance with Paragraph 2.2,above. 14.Termination. 14.1 Airbus DS Communications may terminate this Agreement without further obligation or liability to Customer if: e 3cff20 14.1.1 Customer fails to timely pay any amounts due under this Agreement and fails to make such payments within ten(10)days of written notice from Airbus DS Communications; 14.1.2 Customer commits any material breach of this Agreement and fails to randy such breach within ten (10)days of written notice from Airbus DS Communications;or 14.1.3 Customer becomes the subject of a petition in bankruptcy;is or becomes insolvent;or admits a general inability to pay its debts as they become due. 14.2 Customer may terminate this Agreement if Airbus DS Communications commits any material breach of this Agreement and fails to remedy such breach within thirty(30)days of written notice from Customer. 14.3 RESERVED 15.Local Laws and Export Control, The Service utilizes Software and Technology that may be subject to United States export controls administered by the U.S.Department of Commerce,U.S. Department of State,U.S. Department of Treasury Office of Foreign Assets Control,and other U.S. agencies. The Customer acknowledges and agrees that the Service shall not be used, and none of the underlying information.Customer Data, Software, Documentation or Airbus DS Communications Technology may be transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo(collectively"Embargoed Countries"),or to or by a national or resident thereof,or any person or entity on the U.S.Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals arc subject to change without notice. By using the Service Customer represents and warrants that is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. Customer agrees to strictly comply with all U.S export laws and assumes sole responsibility for obtaining licenses to export or re-export as may be required. The Service may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15. C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000. Airbus DS Communications and its licensors make no representation that the Service is appropriate or available for use in other locations. If Customer uses this Service from outside the United States,Customer is solely responsible for compliance with all applicable laws,including without limitation,export and import regulations of other countries. Any diversion of the Customer Data,Airbus DS Communications Technology and/or Content contrary to United States law is strictly prohibited. 16.Other Remedies. Airbus DS Communications'rights and remedies under this Agreement will be cumulative and in addition to all other rights and remedies available to Airbus DS Communications in law and in equity, 17.RESERVED 18. Partial invalidity. If any provision of this Agreement is ruled wholly or partly invalid or unenforceable by a court or other government body of competent jurisdiction,the validity and enforceability of all provisions of this Agreement not ruled to be invalid or unenforceable will he unaffected. 19.RESERVED 20.Notice. All notices and other communications required or contemplated herein will be in writing and delivered either by (i) personal delivery; (ii) expedited messenger service; or (iii) postage prepaid return receipt requested certified mail; at the addresses first written above or such other address as the intended recipient previously has designated by written notice to the sender. 21.RESERVED 22.Third Party Beneficiaries. None of the provisions of this Agreement is intended by the parties,nor shall they be deemed,to confer any benefit on any person not a Party to this Agreement. 23.Independent Contractors. The relationship of the parties hereunder will be one of independent contractors and not that of a franchise,joint venture or employer. Neither Party will have,and neither of them will represent to any other person that it has, any power, right or authority to bind the other, or to assume or creole any obligation or responsibility, express or implied, on behalf of the other, except as expressly provided by this Agreement or as otherwise permitted in writing signed by both parties. 24./WEAVED 25.Headings. Headings are included in this Agreement for convenience only and arc not to be deemed to he part of this Agreement. The interpretation of this Agreement will not be affected by any heading herein. 26. Force Maleure. In the event an act of government, war, fire, flood, act of God, power shortages or blackouts, breakdown of telephone lines and services, failure of the Internet, or other causes beyond the reasonable control of Airbus DS Communications prevents Airbus DS Communications from performing in accordance with the terms of this Agreement,such nonperformance shall be excused and shall not be considered a breach or default for so long as such conditions prevail. AIRBUS DS COMMUNICATIONS' SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. AIRBUS DS COMMUNICATIONS IS NOT RESPONSIBLE FOR AND SHALL HAVE NO LIABILITY FOR SUCH DELAY, DELIVERY FAILURES OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. 27.RESERVED 28.RESERVED IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be signed by their authorized reptrssentativ s as of the Effective Date. Airbus DS Communications,Inc. �J Signature) Name:_"/C (diSy.s Title: CfT __ Customer City of Cannel,Indiana, By and through its Board of Public Works and Safety By: (Signature) Name: Title: 5c TECHNICAL SERVICES CENTER-SUPPORT PLAN FOR HOSTED SERVICE Airbus DS Communications.Inc.("Airbus DS Communications")offers Airbus DS Communications Software support to purchasers("Licensee"or"Customer")of its application Software,in accordance with the terms and conditions of this Technical Services Center Support Plan("Support Plan"),which is made a part of and incorporated by reference into the Service Agreement("Agreement")entered into by Customer and Airbus DS Communications.Defined terms us set forth in the Agreement shall have the same meaning in this Support Plan. Conditions of the Support Plan In order to keep the Support Plan active,the Customer is required to Pay all applicable Service Agreement Fees;and Comply with all terms and conditions of this Support Plan and the Service Agreement. Definitions Response Time is the period of time that it takes the TSC to call back the Customer when a voice mail has been left or to provide an update on the call ticket.Response times arc only implemented when the call is not resolved on the first call.Response Time dots not mean Resolution Time, RESOLUTION TIME IS THE PERIOD OF TIME IT TAKES TO SOLVE A PROBLEM.THE RESOLUTION TIME IS DIFFERENT FOR EACH SITUATION AND CANNOT BE DETERMINED UNTIL THE APPROPRIATE TSC PERSONNEL HAVE EVALUATED THE PROBLEM AND IS ABLE TO DETERMINE AN APPROXIMATE RESOLUTION TIME. TSC—Technical Services Center 7' —Technical Services Specialist TSA—Technical Services Analyst Term of the Software Support Plan The term of the Support Plan will commence with the Effective Date of the Service Agreement and will continue though the Initial Term and any Renewal Terms. Support Services Provided SUPPORTED PRODUCTS The TSC will only support Software approved and installed by Airbus DS Communications.The TSC will not resolve requests associated with software other than that provided by Airbus DS Communications;the requests will,however, be logged into the database Pursuant to this Support Plan,Airbus DS Communications,as coordinated by its Technical Service Center,will provide issue resolution and updates to supported Software as further described below. HOURS OF OPERATION • Normal Business Hours(NBH):Monday through Friday,excluding holidays,from 8:00AM to 5:00PM,Central Time. µ/E5 W t/1 +`) • After hours Emergency support only-see Call Levels Services Provided ISSUE RESOLUTION The TSC works with Customers to resolve issues related to supported Software that does not perform materially in accordance with the then current Documentation for such Software.This service is designed to support the Customer's system administrator technician who is adequately trained in the product about which they arc calling and listed as an approved Customer Contact with Airbus DS Communications'TSC.To be adequately trained the Customer's system administrator technician must have received training directly through a Airbus DS Communications training program or have been trained by a Customer system administrator that has received training directly through Airbus DS Communications.A trained Customer's system administrator is responsible for attempting to troubleshoot issues prior to calling TSC.If the Customer's system administrator is not adequately trained,based on the description above,in the product about which he or she is calling,and thus not listed as an approved Customer Contact,Airbus DS Communications TSC personnel will attempt to contact on approved Customer contact for problem resolution. For security purposes,only Customer contacts that are listed with TSC will receive support unless a listed contact provides approval to do so.In the event of an emergency TSC may make a special allowance if TSC personnel arc unable to reach one of the listed contacts for verification. The TSC will maintain a database of all calls received from the Customer,the steps taken to resolve and the resolution. The database will show dates when a call was received and dates of all contacts related to call. TSC will work with the Customer to identify errors or defects in the Software,and if the TSC is unable to confirm that such error or defect exists through independent testing,it will then escalate the issue to Airbus DS Communications' R&D Department.The TSC will remain as the Customer contact and will work with the R&D Department to provide updated information to the Customer through resolution of the issue. Contacting the Airbus DS Communications Technical Services Center Duane Norma!Business Hours:Customers may call 615.794.2307.If all TSC personnel arc busy assisting other customers,the call will go to voice mail.If the caller is experiencing an emergency(see Call Levels below)they may hit 00 for the operator and a TSC manager will be paged to assist If the call is not an emergency(as defined below),the caller should leave a message with their name,company name and ID,telephone number and a brief description of the reason for the call.Messages arc checked frequently and culls arc returned in the order in which they are received,but always within four(4)hours. After Hours Emereencv:If the Customer is experiencing an emergency(as defined below)they should call the TSC at 615.7942307.The call will be routed to an answering service where the Customer should leave a clear message with their name,company name and ID,telephone number and a brief description of the reason for the call.The on-call TSS will be paged and will return the call within 15 minutes of receipt of the page. E-mail Requests:The TSC will respond to e-mail requests within eight(8)business hours Note:Emergency or very important requests should always be phoned into the TSC.E-mail can sometimes be unreliable and the TSC has no control over the timely delivery of requests.E-mail service level commitments arc based on the time the requests actually reach the TSC. 1y'� 1 OF 20 Support Plan Call Levels EMERGENCY CALL-IMMEDIATE RESPONSE DURING NBH;WITHIN IS MINUTES OF PAGE OUTSIDE NBH • Site is experiencing an actual emergency and the system will not send out notifications to one or more device types. • Site initiates activation,attempts to stop it,and experiences difficulty doing so. ROUTINE CALL-4 HOUR RESPONSE TIME • Reports arc not functioning properly. • Testing system and needs help making adjustments. • Assistance with modifying roster members or groups. • Assistance with speak recording done by Site • Assistance creating template scenarios. SERVICES THAT REQUIRE ADVANCED SCHEDULING • Installation of software or hardware updates or addition. • Modifications to the system to accommodate telephony changes. • Airbus DS Communications provided speech recording. • GIS Updates. Call Procedures&Escalation The Technical Service Center will maintain call ownership throughout the entire request process.The TSC will address incoming calls as follows. I. Capture the Request-The TSS/TSA will capture all requests by phone,email,or voice mail and verify the right to service based on the Customer's name,support contract status and the approved software support list.If the request relates to unsupported software,the Customer will be notified.Otherwise,the analyst will continue with Step 2. 2. Log Request into the Database-The TSS/TSA will open a ticket in the call management system.Information included on the ticket will include the Customer's name,location,description of problem,severity of problem. and time of request and person reporting the issue. 3. Troubleshoot the Request-The TSS/TSA responsible for resolving the call will acknowledge the open ticket and work with the Customer to resolve the issue. Lb 4. Escalate to Second Level-The TSS will escalate the request to second level support when the first contact is unable to make progress in the resolution of the issue in a timely manner 5. Log Resolution into the Database-The TSSITSA will log the resolutions to requests in the call management database 6. Verify Customer Satisfaction-The TSSITSA will follow up and verify that the Customer is satisfied with the resolution. 7. Close the Request or Ticket-All tickets will be closed after the Customer satisfaction has been verified. Customer Responsibilities • The Customer Site should have at least one system administrator that has attended Airbus DS Communications training,either at the Customer Site or at the Airbus D5 Communications University.The Customer shall provide the administrator's contact information to Airbus DS Communications. • Customer will schedule install of all updates in a timely manner • Customer will work with TSC staff to maintain an accurate database of contact names. • Customer will respond to requests for information in a timely manner. • Payment of all service fins when due. Support Limitations Airbus DS Communications'support obligations hereunder will not apply to any Airbus DS Communications supported application Software if correction of an error,adjustment,repair,or parts replacement is required because of • Damage or destruction caused by natural or man-made acts or disasters • The operation of the software in a manner other than that currently specified by Airbus DS Communications. • The failure of the Customer to provide suitable qualified and adequately trained operating and maintenance staff. Further,support described herein does not include cosmetic repairs,making accessory changes or adding additional devices or software applications. Software Updates Airbus DS Communications will provide application Software updates.Application Software updates arc defined as minor enhancements to the already purchased product feature/functionality set.A product change is classified as minor,in the discretion of Airbus DS Communications,based upon the impact of the change to the core functionality of the product Notice of all Software updates available during the term of the Support Plan will be posted under the "latest Updates and Patches"section for each product on the Airbus DS Communications Support Website located at hem://sunnortAirbus DScommunications.com/(login required).Application Software program updates will roll into the existing Support Plan,thereby not extending the term of the Support Plan.Any change in the two numbers following the decimal point within the product version number constitutes an application software program update(for 1 & n f t example a change from product version 1.10 to 1.20,or 2.11 to 2.12.or 3.20 to 3.30,eta will represent an application software program update). Other Services Other services not specifically identified as being included in this Support Plan,including but not limited to training, implementation services,and custom developmurt,arc not included. 12) at o1 _tO