Gibson teldata/IS/329,762/Telephone equipment Gibson Teldata, Inc. trc.
Information Systems Department- 2012
ADDENDUM TO THE PURCHASE AND INSTALLATION AGREEMENT
BY AND BETWEEN THE CITY OF CARMEL, INDIANA AND GIBSON
TELDATA, INC.
THIS ADDENDUM is entered into this 1 0th day of October , 2012, by
and between the CITY OF CARMEL, INDIANA, an Indiana municipal corporation,
having its office at One Civic Square, Carmel, Indiana 46032 ("City") and GIBSON
TELDATA, INC., having its primary mailing address at Post Office Box 3000, Terre
Haute, Indiana, 47803-0115 ("Company").
The purpose of this Addendum is to modify, delete, or amend certain terms and
conditions set forth in the Purchase and Installation Agreement ("Contract"). This ``-
Addendum and the Contract are incorporated into each other and, when read together,
shall constitute one integrated document and referenced hereafter as the "Agreement".
Any inconsistency, conflict or ambiguity between this Addendum and the Contract shall
be resolved by giving precedence and effect to this Addendum.
Company Name: Gibson Teldata, Inc.
Company Address: Post Office Box 3000
Terre Haute, IN 47803
Contract:
A. The attached Contract consists of thirteen (13) pages, titled Exhibit A, and is dated
October 10 , 2012.
B. By mutual agreement of the parties, the following terms and conditions are deleted
from the Contract:
1. Any provision providing for the resolution of contract disputes.
2. Any provision requiring the City to pay penalties, liquidated damages,
interest, court costs, costs to respond to legal process, or attorneys' fees.
3. Any provision modifying the statute of limitations provided by Indiana
statute.
4. Any provision relating to the time in which a claim must be made.
5. Any provision limiting disclosure of any information in violation of the
Indiana Access to Public Records Act, Ind. Code § 5-14-3 et seq.
6. Any provision giving the terms and conditions in the Contract precedence
over the terms and conditions in this Addendum.
7. Any provision relating to the Purchase Option of the Equipment.
8. Any provision limiting Company's liability in excess of traditional
contract, tort, and liability principles contained within Indiana Law.
C. By mutual agreement of the parties, the following terms and conditions are amended
in the Contract:
1. The first (1st) sentence in paragraph two (2) of the Contract titled, "Purchase
or Lease and Payment," shall be deleted in its entirety and replaced as follows:
"The Purchase Price for the Equipment is the total due indicated above,
however, Customer will pay total due above to the Leasing Company pursuant
to their lease agreement."
2. The third (3rd) sentence in paragraph two (2) of the Contract, titled "Purchase
or Lease and Payment," shall be deleted in its entirety.
3. Sentence four (4) of paragraph two (2) of the Contract, titled "Purchase or
Lease Payment," shall be deleted in its entirety and replaced as follows:
"Customer shall exercise its option to lease the equipment."
4. Paragraph twelve (12), titled "Remedies on Default" shall be deleted in its
entirety, and replaced with the following, "Should any dispute arise with
respect to the Agreement, the Parties agree to act immediately to resolve such
disputes, as time is of the essence. Furthermore, Parties agree to resolve any
dispute that may arise by submitting such dispute to a mediator licensed
within the State of Indiana prior to filing suit.
5. Paragraph thirteen (13), titled "General," shall be deleted in its entirety.
D. The following terms and conditions are incorporated into and made part of the
Contract:
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 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 there from. The coverage amounts shall be no less than those
amounts set forth in attached Exhibit B. 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
2
property. Vendor further agrees to indemnify, defend and hold harmless City and its
officers, officials, agents and employees from all claims and suits of whatever type,
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.
E-VERIFY REQUIREMENT. All terms defined in I.C. § 22-5-1.7 et seq. are adopted
and incorporated into this section.
Pursuant to I.C. § 22-5-1.7 et seq., Company shall enroll in and verify the work eligibility
status of all of its newly-hired employees using the E-Verify program, if it has not
already done so as of the date of this Agreement. Company is further required to execute
the attached Affidavit, herein referred to as Exhibit C, which is an Affidavit affirming
that: (i) Company is enrolled and is participating in the E-verify program, and (ii)
Company does not knowingly employ any unauthorized aliens. This Addendum
incorporates by reference, and in its entirety, attached Exhibit C. In support of the
Affidavit, Company shall provide the City with documentation that it has enrolled and is
participating in the E-Verify program. This Agreement shall not take effect until said
Affidavit is signed by Company and delivered to the City's authorized representative.
Should Company subcontract for the performance of any work under this Addendum, the
Company shall require any subcontractor(s) to certify by affidavit that: (i) the
subcontractor does not knowingly employ or contract with any unauthorized aliens, and
(ii) the subcontractor has enrolled and is participating in the E-verify program. Company
shall maintain a copy of such certification for the duration of the term of any subcontract.
Company shall also deliver a copy of the certification to the City within seven (7) days of
the effective date of the subcontract. If Company, or any subcontractor of Company,
knowingly employs or contracts with any unauthorized aliens, or retains an employee or
contract with a person that the Company or subcontractor subsequently learns is an
unauthorized alien, Company shall terminate the employment of or contract with the
unauthorized alien within thirty (30) days ("Cure Period"). Should the Company or any
subcontractor of Company fail to cure within the Cure Period, the City has the right to
terminate this Agreement without consequence. The E-Verify requirements of this
Agreement will not apply should the E-Verify program cease to exist.
IRAN CERTIFICATION.
Pursuant to I.C. § 5-22-16.5, Company shall certify that, in signing this document, it does
not engage in investment activities within the Country of Iran.
GOVERNING LAW.
The Agreement shall be interpreted, construed, and enforced in accordance with the laws
of the State of Indiana. Each party consents to personal jurisdiction in the State and
Federal Courts of the State of Indiana.
IN WITNESS WHEREOF, the Parties hereto have caused this Addendum to be
executed as of the day and year first above written.
GIBSON TELDATA, INC. CITY OF CARMEL, INDIANA
By: by and through its Board of Public
Works and Safety
A4A By:
/(/(91-Pne .n
James Brainard, Presiding Officer
l ate.:
owpw.
Mary nn Burlye, Member
Date.: / D -/ 7- 47
Lori S. Wat n, Member
Dated: /0/ ,'7/1
ATTEST:
0i
iana Cordray, IA, •, Clerk-Treasurer
Dated: /0'"7- l;Z�
4
"EXHIBIT 41oile
tetct c
PURCHASE AND INSTALLATION AGREEMENT
This Purchase and Installation Agreement is made between Gibson Teldata, Inc., hereinafter referred to as Company, a corporation having its primary
mailing address as Post Office Box 3000,Terre Haute, IN 47803-0115 and:
Customer ID Number 106157 Site ID Number
Legal Business Name City of Carmel Physical Site Name City of Carmel
Mailing Address , 31 151 Avenue NW System Physical Address 31 •5`Avenue NW
City,State Zip Code Carmel, IN 46032 _ City,State Zip Code Carmel,IN 46032
Accounting Contact Name Janet Arnone System Contact Name Greg Bedell
Accounting Contact Email jarnone(a carmel.in.gov System Contact Email qbedellaicarmel.in.qov
Area Code and Phone 317-571-2586 Area Code and Phone 317-571-2594
Area Code and Fax 317-571-2588 Area Code and Fax 317-571-2588
CHARGES CREDITS
Equipment Total $454,353.92 Installation$ 114,954.00 Trade$ Rebate$
Training$ Sales Tax $LEASE Discount$239,545.92 Total Due$329,762.00
Other Charges$ Subtotal $569,307.92
EQUIPMENT(SEE ATTACHED EXHIBIT A)
SUPPLEMENTAL SHIFT COVERAGE x (Yes) (No) $ Included , Payable
In consideration of the mutual agreements herein contained, Gibson Teldata, Inc., agrees to sell to and install for Customer and Customer agrees to
purchase from Gibson Teldata, Inc., (either directly or through the exercise of the lease options below) the telephone equipment (hardware and
software)herein set forth.
1. INSTALLATION
Gibson Teldata, Inc., shall install the Equipment at the Location(s) Customer hereby purchases the Equipment from Gibson Teldata, Inc.
(hereinafter referred to as the"Premises") indicated above and on the and agrees to pay Gibson Teldata, Inc. the Purchase Price for the
following Cutover Date(s) Equipment,as follows:
November/December 2012 %of the Purchase Price due upon delivery of 75%of the
0% equipment to the customer or stored by Gibson Teldata.
Unless otherwise indicated,the price includes delivery to the Premises.
% of the Purchase Price due as a precondition for
2. PURCHASE OR LEASE AND PAYMcNT Cutover, or if delivery is withheld by Gibson Teldata, Inc.
The Purchase Price for the Equipment is the total due indicated above. at Customer request.
Gibson Teldata, Inc., shall pay the sales tax indicated above after its 0%
receipt from Customer or the Leasing Company. Customer shall be
responsible for any sales, use, excise, property or other taxes not 100% Balance due 30 days after Cutover Date
included above. Customer shall exercise its option to purchase or
lease the Equipment by checking and completing either (a) or (b) No payment by Customer or receipt by Gibson Teldata, Inc.of a lesser
below. Do not check and complete both. amount of the Purchase Price or any other sum due hereunder, shall
be deemed to be other than on account of the total due schedule
above, nor shall any endorsement or statement on any check or letter
(a) PURCHASE OPTION accompanying such check or payment be deemed an accord and
satisfaction. Gibson Teldata, Inc. may accept such check or payment
Customer's Initials
ii EX,.,,,. \(1) 95
without prejudice to Gibson Teldata, Inc. right to recover the balance of or otherwise. Customer's exclusive remedy for defective Equipment
the Purchase Price or pursue any other remedy available under this shall be only as stated in this article.
Agreement at law or in equity.
4. CUTOVER
The Cutover Date means the day when the Equipment is connected
X (b)LEASE OPTION with telephone carrier lines and becomes operational. The requested
Cutover Date indicated above is based on the completion prior thereto
of the Customer's Responsibilities referred to in Article 2 hereof and
Customer shall enter into a binding agreement with a leasing company the ability of the local Telephone Utility to provide the necessary line
acceptable to Gibson Teldata, Inc. providing for a lease of the facilities. Gibson Teldata, Inc. shall furnish such personnel, tools and
Equipment by Customer from Lessor under the terms set forth in test Equipment as are necessary to install the Equipment on the
Lessor's standard lease. Gibson Teldata, Inc. will cooperate with requested Cutover Date or as soon as thereafter feasible. Gibson
Customer in arranging for such lease, however, Gibson Teldata, Inc. Teldata, Inc. shall perform the installation during normal work hours
will have no responsibility or liability if such lease is not obtained. and workdays. Gibson Teldata, Inc. shall use its best efforts to make
Upon execution by Customer of this Agreement, Customer shall timely delivery and installation. However, all stated delivery or
provide Gibson Teldata, Inc. a commitment letter regarding said lease, installation dates are approximate and Gibson Teldata, Inc. SHALL
in form satisfactory to Gibson Teldata, Inc. Gibson Teldata, Inc. shall UNDER NO CIRCUMSTANCES BE LIABLE FOR LOSS, DAMAGE,
not be required to commence the shipment or installation of the OR EXPENSE DIRECTLY OR INDIRECTLY ARISING FROM
Equipment until Gibson Teldata, Inc. has received the purchase order, DELAYS IN DELIVERY OR INSTALLATION.
a copy of such lease executed by the Customer and Lessor, and the
commitment letter referred to above. Any date of Cutover will be 5. TITLES AND RISK OF LOSS
extended accordingly in the event of a delay in receiving the purchase Title to the equipment hardware shall remain with Gibson Teldata, Inc.
order,executed lease or commitment. In the event Customer is unable until and shall pass to Customer upon payment in full of the Purchase
to secure a lease within sixty(60)days of signing this Agreement, or a Price and completion of all other obligations of Customer under this
least sixty(60) days prior to the scheduled installation date if earlier, Agreement. Customer shall assume risk of loss to the Equipment
this Agreement will be cancelled and Customer will reimburse Gibson upon delivery of the Equipment to Customer's Premises. Customer
Teldata, Inc. for any out-of-pocket costs or expenses incurred by agrees to maintain insurance on the Equipment while at the Premises
Gibson Teldata,Inc.with respect to this Agreement. at full replacement value against fire, earthquake, and other risks,
naming Gibson Teldata, Inc. as an insured until title passes to
3. LIMITED WARRANTY AND DISCLAIMERS Customer. Until title passes to Customer, Customer will not create,
Subject to the provisions of this Article Gibson Teldata, Inc.will warrant assume or suffer to exist any security interest, lien or encumbrance
for a period of: upon the Equipment ranking equal to or above Gibson Teldata, Inc.'s, .
security interest granted herein, nor will Customer see, lease dispose
of or remove the Equipment from the Premises.
365 Days
6. SECURITY INTEREST
from the Cutover date that the equipment will be free of defects in Customer grants to Gibson Teldata, Inc. a security interest in the
material or workmanship. This Warranty will extend to equipment Equipment and any proceeds thereof to secure payment of the
manufactured by others if it is sold, installed and maintained by Gibson Purchase Price and satisfaction of all obligations of Customer to
Teldata, Inc., as part of the system, which comprises the Equipment Gibson Teldata, Inc. under the terms of this Agreement. Customer
herein. If any defects covered by this Warranty appear and Gibson agrees to execute such documents as Gibson Teldata, Inc. may
Teldata, Inc. is notified within the said Warranty period, Gibson reasonably require perfecting its interests in the Equipment. The
Teldata, Inc. shall have the option of repairing or replacing the parties acknowledge their intention that the aforesaid security interest
defective component(s) of the Equipment at its expense. shall attach when Customer obtains rights in the Equipment.
Reconditioned replacement components, parts or materials may be Customer further grants to Gibson Teldata, Inc. in the future ("the
used in any such repair or replacement. Repaired or replacement Future Property") and any proceeds thereof as security for the due
parts or components are warranted for the remainder of the original payment in full to Gibson Teldata, Inc.for such property.
Warranty period or for:
7.In the event the remedies provided fail of their essential purpose
Gibson Teldata, Inc.shall have the right but not the obligation to refund
90 Days the money paid for the particular item of Equipment less a reasonable
amount for its use. This Warranty shall not cover adds, moves or
after replacement whichever is longer. The foregoing Warranty shall changes requested by customer nor will it cover programming changes
be void for any item of the Equipment which has been subject to: (1) requested after expiration of thirty(30)days from Cutover.
alteration or repair by persons not authorized by Gibson Teldata, Inc.; Gibson Teldata, Inc. will use its best efforts to respond to service
(2) misuse, negligence, accident, fire or other casualty; (3) operation requests for malfunctions. Gibson Teldata, Inc. provides its normal
beyond its design range, improper testing, or mishandling in any way; Warranty service from 8 am to 5 pm, Monday through Friday except
or (4) improper installation, maintenance or service by persons not holidays. Service requests shall be directed to Gibson Teldata, Inc.'s
authorized by Gibson Teldata, Inc. Gibson Teldata, Inc. reserves the service department. Customer may have 24 hours a day, 7 days a-
right to make any changes in the design or construction of the week or other customized coverage for all malfunctions by obtaining a
Equipment supplied hereunder at any time without incurring any supplemental Maintenance Agreement to this Agreement at an
obligation to make any change whatsoever to the Equipment additional charge.
previously shipped. The above Warranty does not extend to products
normally consumed in operation or which have a normal life shorter 8. LIMITED LIABILITY
than twelve (12) months;as to such products Gibson Teldata, Inc. Gibson Teldata, Inc.shall not be liable for any commercial losses, loss
conveys to Customer the Warranty, if any, of Gibson Teldata, Inc.'s of revenues or profits, loss of goodwill, inconvenience, or exemplary,
supplier. special, incidental, indirect, consequential or punitive damages
whatsoever, or claims of third parties, regardless of the form of any
The foregoing Warranty is exclusive and in lieu of all other express or claim, whether in contract or tort, whether from breach of this
implied Warranties of merchantability, fitness for a particular purpose, Agreement, or defective Equipment, or arising from Customers
inability to use the Equipment either separately or in combination with
Customer's Initials
I 3!
66 EMIT; rf i
any other Equipment, or from loss of data or from any other cause, for testing purposes where necessary; serving telephone company
even if Gibson Teldata, Inc. has been advised or should be aware of charges for these services are not included in the price and shall be
the possibility of such damages.Gibson Teldata, Inc.'s liability for loss separately paid by Customer; (xiii) assign an individual to be the
or damages shall not exceed the price paid for the particular item of primary contact with Gibson Teldata, Inc. with signature authority to
Equipment regardless of the form of any claim. Gibson Teldata, Inc. assist in installation including the finalization of the data base, locating
shall have no liability resulting from use of the Equipment in and selecting the station Equipment; and (xiv)Gibson Teldata, Inc.'s
conjunction with life support devices. completion of installation notwithstanding, Customer's obligation to
meet such requirement(s).
9. FORCE MAJEURE,CUSTOMER CHANGES AND DELAYS. (b) In addition, during installation: (i) Allow employees of Gibson
The Cutover Date and any other performance by Gibson Teldata, Inc. Teldata, Inc.,free access to the Premises at hours consistent with the
hereunder shall be subject to delays caused by an Act of God, war, requirements of the installation; (ii) not store anything in the
riot, fire, explosion, accident, flood, sabotage, inability to obtain fuel or Equipment room other than telephone equipment; (iii) identify to
power,governmental laws, regulations or orders,acts or inaction of the Gibson Teldata, Inc., any Equipment, wiring or concealed conditions
Customer,or any other cause beyond the reasonable control of Gibson which might affect the Equipment or its installation and in the event of
Teldata, Inc. or labor trouble, strike, lockout or injunction (whether or failure of disclosure hold Gibson Teldata, Inc. harmless from any claim,
not such labor event is within the reasonable control of Gibson Teldata, damage or liability resulting therefrom; (iv) provide suitable and
Inc.). In the event of any delay, the date(s) set forth herein and the accessible waste and sanitary facilities, and (v) cooperate with
times for performance will be extended accordingly for delay. Changes reasonable requests from Gibson Teldata, Inc.for assistance in testing
to the Equipment before Cutover requested by Customer, if received or installation.
and accepted by Gibson Teldata, Inc. sufficiently in advance, will be (c) Following installation and as a condition for Gibson Teldata, Inc.'s
implemented by Gibson Teldata, Inc.'s best efforts; however, delay in warranty or other maintenance obligations: (i) continually maintain an
Cutover may result and Customer agrees to pay any resulting added operating temperature and relative humidity consistent with the
charges by Cutover. Cumulative delays requested by Customer of Equipment manufacturer's recommendations at all times (24 hours a
more than twenty (20) days will result in increased associated labor day, 7 days a week); (ii) maintain the other environmental conditions
and material costs, price increases instituted by Gibson Teldata, Inc. prescribed by Gibson Teldata, Inc.; (iii)maintain a lockable door to the
applicable,to all customers and any applicable Equipment shortage Equipment Room; (iv) permit continued access to the Equipment
and carrying charges. Room by Gibson Teldata, Inc. maintenance personnel and limited
access to other persons except as authorized by Customer; (v)allow
10. CUSTOMER'S RESPONSIBILITIES maintenance inspections during normal work hours; inspections at
Customer will, at its expense,take the following action for purposes of other times requested by Customer will require special arrangement
the installation and continued maintenance of the Equipment. and are subject to premium charges; (vi) operate the Equipment
(a)Prior to installation: (i)obtain all necessary approvals from lessors, strictly in the manner prescribed by Gibson Teldata, Inc.; (vii)not alter
mortgagees or third parties to permit Gibson Teldata, Inc.'s installation or permit the alteration of any Equipment or software programs without
and maintenance services and hold Gibson Teldata, Inc. harmless Gibson Teldata, Inc.'s prior written consent; (viii) permit Gibson
from claims or actions by such third parties as a result of such Teldata, Inc. to install new or updated software to maintain the
services; (ii) provide suitable building facilities for the Equipment in Equipment in it's current condition during the Warranty period, with
accordance with standard architectural telephone planning design and applicable charges for additional memory capacity, hardware and
all such facilities required under local codes, (i.e. ducting, conduit, installation and software use fees; (ix)order additional moves,adds or
structural borings, etc...) for cable and conductors in floors, ceilings changes as required and available at Gibson Teldata, Inc.'s then-
and walls; provided plywood backboards as required; provide current rates and delivery and installation cycles; and (x) not move or
trenching, digging and restoration for all outside work; where relocate the Equipment without Gibson Teldata, Inc.'s consent not to
permissible and desired by Customer. Gibson Teldata, Inc. will use be unreasonably withheld, subject to changed Warranty
special cable(e.g.,Teflon or aluminum wrapped)to minimize the need circumstances.
for conduit or ducts and Customer agrees to pay upon receipt Gibson
Teldata, Inc.'s invoice for the additional charges for such special cable; 11. PARTIES IN INTEREST,ASSIGNMENT,AMENDMENT
(iii)provide a finished Equipment Room of sufficient size and including This Agreement shall inure to and be binding upon the parties hereto
all finish work, painting and lighting; (iv) provide all necessary and their respective successors and assigns; provided, however, this
ventilating, heating, cooling, humidity and dust control Equipment Agreement may not be assigned by either party without the written
necessary to ensure that the Equipment Room will meet all consent of the other party except (a) to a successor corporation by
environmental requirements provided by Gibson Teldata, Inc. and that merger or consolidation of either party, or (b) to any corporation
such Equipment Room will be dry,free of dust and in such condition as acquiring by sale, lease or otherwise substantially all property, assets
not to be injurious to the employees or agents of Gibson Teldata, Inc. and business of either party,or any division or segment thereof having
or the Equipment to be installed; (v) provide clear, dedicated power control of the activities or business to which this Agreement relates,or
for electrical service as necessary with suitable terminals in equipment (c) to any corporation controlling, controlled by, or under common
and other rooms where required; (vi) provide installed metallic control with, either party. No amendment of this Agreement shall be
grounds with sufficient slack as required by the Equipment in the binding on either party unless made in writing and signed by duly
Equipment Room and installed in conformity with the National authorized officers of both parties.
Electrical Code and applicable local codes; (vii) remove any existing
Equipment or cable impediments to the installation of the Equipment; 12. REMEDIES ON DEFAULT
(viii) take proper steps to protect the Equipment Room from water • If any of Customer's obligations to Gibson Teldata, Inc. shall not be
pipes and sprinklers which could cause damage to the Equipment,and paid when due, or if Customer breaches any other provision hereof,or
from radio frequency and other similar types of interference; (ix) be if at any time Customer cannot give Gibson Teldata, Inc. reasonable,
responsible for ensuring that the structural stability of the Premises is written assurances of its solvency or ability to pay, or is named,
sufficient for the Equipment to be safely installed; (x) immediately whether voluntarily or involuntarily, as debtor in any proceeding
notify Gibson Teldata, Inc. of any anticipated delay in building brought under any applicable bankruptcy laws, or should Customer
availability, or inability to meet any of the above-listed requirements; assign all or a substantial portion of its assets for the benefit of
(xi) immediately upon execution of this Agreement provide to Gibson creditors, Customer shall be in default hereunder and all unpaid
Teldata, Inc. all necessary line, trunk and/or central office information; amounts shall, at Gibson Teldata, Inc.'s option, become immediately
(xii) provide Gibson Teldata, Inc. with a signed letter of agency due and payable and/or Gibson Teldata, Inc. shall be entitled to
requests upon the serving telephone company for Customer's enforce its security interest in the Equipment. Upon Customer default,
Equipment interconnection requirements, including telephone service
Customer's Initials
1� JY
Gibson Teldata, Inc. shall have all rights and remedies under the
Uniform Commercial Code and any other laws,including the right to 13. GENERAL
any delinquent payments, for which Customer agrees to remain fully This Agreement shall be governed by and construed in accordance
liable. In any event, if Customer cancels this Agreement prior to with the substantive and procedural laws of the State of Indiana
completion of the installation, Customer shall pay Gibson Teldata, Inc. without giving effect to the principles of conflicts of laws. No delay or
(1)for all costs and expenses for Equipment, materials and labor and omission to exercise any right or remedy accruing to either party
(2)any loss in value of the Equipment and (3)as liquidated damages hereunder upon breach or default by the other shall impair any such
as a reasonable estimate of Gibson Teldata, Inc.'s lost profits and not right or remedy by such party nor be construed as a waiver of such
as a penalty,twenty percent(20%)of the Purchase Price. No remedy breach or default or of any similar breach or default thereafter
of Gibson Teldata, Inc. hereunder shall be exclusive of any other occurring.•All waivers affecting the provisions herein shall be in writing
remedy herein or provided by law but such remedies shall be signed by the party so waiving. Any provision or part hereof which
cumulative and in addition to every other remedy. Customer agrees shall be determined by an order of a court of competent jurisdiction to
that in the event Gibson Teldata, Inc.takes any action for collection or be invalid or unenforceable shall be severed from this Agreement
otherwise to enforce or protest its rights or interest herein,Customer without invalidating the remaining provisions hereof.
shall be responsible for and pay any and all costs associated with such
collection or action including court costs and reasonable attorneys'
fees, plus interest. All amounts remaining unpaid shall be invoiced to
Customer and shall be subject to the net terms set out on said invoice.
CUSTOMER HAVING CAREFULLY READ ALL THE PROVISIONS OF THIS AGREEMENT,CONSISTING OF FOUR(4)PAGES EACH INITIALED OR
SIGNED, ACKNOWLEDGING A RECEIPT OF THIS AGREEMENT AND ALL OF THE ASSOCIATED ATTACHMENTS, IF ANY, MAKE A PART
HEREOF WHICH ARE THE FINAL EXPRESSION OF THE AGREEMENT OF THE PARTIES RELATED TO THE SUBJECT MATTER HEREOF AND
THE COMPLETE AND EXCLUSIVE STATEMENT OF THE TERMS AGREED UPON,ALL PRIOR AGREEMENTS AND UNDERSTANDINGS BEING
MERGED HEREIN, AND THAT THERE ARE NO REPRESENTATIONS, WARRANTIES OR STIPULATIONS, EITHER ORAL OR WRITTEN, NOT
HEREIN CONTAINED. NO MODIFICATIONS OF THIS AGREEMENT MAY BE MADE EXCEPT BY A LIKE SIGNED AGREEMENT.
UNTILACCEPTED AND SIGNED BY AN OFFICER OR AUTHORIZED REPRESENTATIVE OF Gibson Teldata, Inc.,THIS AGREEMENT SHALL NOT
BECOME EFFECTIVE AND SHALL NOT CONSTITUTE A BINDING CONTRACT.
IN WITNESS WHEREOF THE PARTIES HAVE HERETO CAUSED THIS AGREEMENT TO BE PROPERLY EXECUTED,INTENDING THAT IT SHALL
BE LEGALLY BINDING UPON THEM AND THEIR RESPECTIVE HEIRS,ESTATES,SUCCESSORS AND ASSIGNS.
CUSTOMER: City of Carmel
Signature
Printed or Typed Name and Title
Date
GIBSON TELDATA, INC.:
n
Signature
Brett J. Gibson, President
Printed or Typed Name and Title
a ` lt , � b1Z
Date
Customer's Initials
66 EX-'1.6 4 91
EXHIBIT A
Purchase and Installation Agreement
City of Carmel
7/11/12
NuPoint Unified Messaging
Dialogic DMG 1000-Analog 8 Port 2
NP-Std 12-7.x BASE OPT UPGD 1
NP-Std/SS.8 port uplift to 9-32 ports 1
Software Assurance
SWA NPM Std Base
Other
Gibson Professional Services
Training
Towermax 4 KSU Surge Protector 1
Not Classified
CTI Server 2HD,2PS 1
Upgrade Cenigram from 6.0D to 6.1B to 7.0(kit) 1
Category 6 LAN Protector,4 Pair,16V,110 Connectors 2
MCD Core Hardware and Software
DUAL Tl/E1 TRUNK MMC 1
MXe AC POWER SUPPLY 1
ASU II 1
24 port ONSp card 1
DSP II MMC 1
3300 MXe III Controller 1
PWR CRD C13 10A 125V-NA PLUG 3
MXe III Raid Sub-System 1
3300 160G SATA HDD 2 pack(Cntr-Server) 1
3300 Mxe III Expansion Kit 1
MCD ONS license 24
MCD T38 license(4 channels) 2
MCD Enterprise PBX Software 1
.1.:54000307 I,ILE t L Ipitai Link License
:54000-197 MOP',NET
1:54000540 MOE) Networking
1:54000800(A f300 ADVANCED VOICEMAIL OPTION
1:94001;.30 ry OP oicemail Networking
].:54001490 MOP '.naming
1:5400294 :.emote Management
16:54004975 MCD Enterprise tier License
MCD Enterprise Active Agent License 10
MCD IDS Connection License 1
Enterprise License Group 1
MCD-Solution Licenses
MCD Mailbox license 5
MCD Enterprise User License 426
Desktop Devices-9300 IP Phones and Peripherals
5320E IP PHONE 300
5330E IP PHONE 100
Customer's Initials
99
ExHi
5340E IP PHONE 42
LIVE CONTENT SUITE(5320/30/40/60) 1
Unified Communications
UC Advanced Console Option 3
UCC Prem User Lic for Enterprise(50User) 1
FAitel Applications Suite
MAS 4.0 Virtual Appliance 1
Includes:
1 x 54o0•151 f r^-,bV,. ,iDIV 07i43 BARE FOR BIAS CLEAR
l a 54004571 Mitcl corder Gateway
1 x 5400463'S `..Mobile 3aM,2
6 x 54004931 Mc6 Application Connection license
x 54001101 MitnI tInified Communicator Software
1 x 54005455 NPf.1 rye for MAS VS
MITEL COLLABADV MCD AUD&WEB UP 1 User 5
Software Assurance zrncl Support
STD SWAS MCD •
Electronic Filtration Protection and UPS
Category 6 LAN Protector,4 Pair,16V,110 Connectors 1
Towermax 4 KSU Surge Protector 1
Towermax CO/25-110 8 Line W/110 Connector 1
Towermax CO/8-110 8 Line W/110 Connector 1
Towermax LL(T1)T-1/PRI Surge Protection 1
Professional Services
Gibson Professional Services
Project Management
Training
MCD-Core Hardware and Software
DUAL T1/E1 TRUNK MMC 1
MXe AC POWER SUPPLY 1
ASU II 1
24 port ONSp card 1
DSP II MMC 1
3300 MXe III Controller 1
PWR CRD C13 10A 125V-NA PLUG 3
MXe III Raid Sub-System 1
3300 160G SATA HDD 2 pack(Cntr-Server) 1
3300 Mxe III Expansion Kit 1
MCD ONS license 24
MCD T38 license(4 channels) 2
Customer's Initials
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MCD Enterprise PBX Software 1
1 :54000303 MCD L,ny License
3 :54000497 MCD MIS I
1:54000540 MCD Networking
1:
54000360(AMC)3300 ADVANCED VOICEMAIL OPTION
1.:54001130 MCD Voicenmii Networking
1:54001490 MCD Tenanting
1:54002949 MCD Retn.9!i m:mz3gernent
:16:54004975 MCI',F.iitQi;', s user Ucense
MU)-solution Licenses
MCD Mailbox license 5
Software Assurance and Support
STD SWAS MCD
Electronic Filtration Protection and UPS
Category 6 LAN Protector,4 Pair,16V,110 Connectors 1
Towermax 4 KSU Surge Protector 1
Towermax CO/25-110 8 Line W/110 Connector 1
Towermax C0/8-110 8 Line W/110 Connector 1
Towermax LL(T1)T-1/PRI Surge Protection 1
Professional Services
Gibson Professional Services
Project Management
Training
Appliultion:Mite!Border scowtry(MOO)
Sip Trunking Channel Proxy SO
MBG Virtual Appliance 1
Software Assurance and Support
STD SWAS MBG BASE
Professional Services
Gibson Professional Services
Project Management
Application:Mitel Borcicr Gateway(MOO)
Sip Trunking Channel Proxy 50
MBG Virtual Appliance 1
Software Assurance and Support
STD SWAS MBG BASE
Professional Services
Gibson Professional Services
Project Management
MCD-Solution Licenses
MCD Enterprise User License 24
NuPoInt utIffieci Nle::saOrig
NP.IP integration(max 4 connections) 1
NP-Std/SS.8 port uplift to 9-32 ports 1
NP-Std/SS.2 port uplift to 9-32 ports 2
Professional Services
Gibson Professional Services
Project Management
Training
MCI)-Solution Licenses
MCD Enterprise User License 74
Customer's Initials
"EX:.0 IT 01 \3 95
OEM-CommSource..Data Net Equipment
8 PORT FXS/FXO SIP VOIP GATEWAY 4
2-PORT FXS/FXO SIP VOIP GATEWAY 17
4-PORT FXS/FXO SIP VOIP GATEWAY 2
Professional Services
Gibson Professional Services
Project Management
Customer Interaction Solutions
Call Accounting Starter Pack 1
Call Accounting-500 extension pack 1
Call Accounting Network license 1
Software Assurance and Support:
CC 24/7 Software Assurance Premiere
Customer Provided
Customer Provided VMware Server 1
ProlessiooatServices
Gibson Professional Services
Training
MCD-Core Hardware and Software
Virtual MCD 1.
MCD-Solution Licenses
50 MCD SIP Trunks 2
Software Assurance and Support
STD SWAS Virtual MCD Base
Professional Services
Gibson Professional Services
r,, 1001II;Unified r0C5Sajlin G;
Nupoint Standard to vNupoint Conversion 1
Professional Services
Gibson Professional Services
MCD-Core f-larciw,are and Software
Virtual MCD 1
Software Assurance anti Support
STD SWAS Virtual MCD Base
OEM-ConrinSource;Data Net Equipment
V1910 24 PORT GIG POE SWITCH 15
f}rc essional Services
Gibson Professional Services
•
Customer's Initials
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u1\ aOInc
Scope of Work
City of Carmel
7-11-2012
Phase I — Voicemail Upgrade
Project Objective
Migrate the system database from a legacy Centigram Model 70, 6.OD system to a NuPoint Standard IP System with Release 4.x
software.
Proposed Detailed Plan of Action —Voicemail Migration
Mitel Professional Services will be providing the direction to upgrade the customer systems from Centigram 6.x to 7.0. As Mitel has
now assigned Legacy Voicemail (LVM) as the only company certified to perform the 6.0 to 7.0 upgrade, Gibson Teldata, Inc. has
already engaged them to survey the current configuration. Gibson Teldata, Inc. has also worked with Legacy Voicemail on two
previous large system upgrades and are completely comfortable with their process.
Mitel Professional Services (LVM) has accessed in the existing 6.0 system to gather information. The current Centigram has a
redundant drive that does not match the primary drive(wrong size);if the primary drive were to go down,the system may not boot
up on the redundant drive. Whomever installed this used the wrong size drive, and used a non-authorized Mitel procedure. Also
some corruption has been identified in the existing database which could mean a few lost messages on conversion.
Mitel Professional Services(LVM)will be providing the services to upgrade the customer systems from Centigram 6.x to 7.0 and pre-
populates a separate 7.0 system at their facility. There is no ability to upgrade the City of Carmel's existing voicemail to 7.0 due to
hardware compatibility issues. Mitel Professional Services (LVM) will provide a 2nd system as a rental/loaner to move the City of
Carmel to 7.0. The existing drive will be copied to a new hard drive for the purposes of the conversion. When the database is
migrated to 4.2 on the new platform,the rental/loaner system is then returned to Gibson Teldata, Inc.and then to LVM.
Once the 7.0 system is on-site, Gibson Teldata will do an across-the-wire upgrade from the 6.x box to the 7.0 box. This will include
the names and greetings and then messages. There would be a blackout of changes by the customer from the time that Mitel
Professional Services reads the current 6.x system data to the time we move to the 7.0 box. This Blackout would be for
programming changes only. Note: Each 10 hours of stored speech will take approximately 1 hour to transfer between systems.
Customer's Initials
IT A )( 55
Once a 7.0 system is running, another weekend will be planned shortly after to move from the 7.0 system to NuPoint 3.0. Version
3.0 is the only version supported to do an across-the-wire upgrade to NuPoint from Centigram. We will then load the new server at
the latest software at 4.2 and perform a conversion between 3.0 and 4.2. There would be a blackout of changes from the time we
start the upgrade from Centigram 7.0 and NuPoint 4.2..
Other considerations
Due to the nature of EOL non-supported legacy systems and software by Mite!, there is a chance data can become corrupt, un-
usable and un-recoverable. For these reasons, Gibson Teldata cannot give a 100% guarantee of a successful conversion to 7.0.
With this in mind,if a conversion is not successful, due to circumstances beyond our control,The City of Carmel understands and
assumes the risks. However,with Gibson Teldata,we believe that we will give you the best opportunity for success,by providing
dedicated and matching servers,spares and alternative paths to get the end result.
One of the primary concerns of the City of Carmel is that the existing greetings that have been established and used over the course
of many years be maintained. .
While the customer does NOT have Call Agent software, any automated attendant applications in Release 4.0 would need to be
written in Call Director call flows. This means that the customer may request where feasible, several mailbox greetings get
converted to audio files for the new Call Director scripts.
Gibson Teldata, Inc. Responsibilities
• Gibson Teldata, Inc.will provide all parts and labor to achieve the goals listed above to complete the conversion.
• Gibson Teldata will perform a full backup of the current Centigram Model 70, 6.0D system prior to the conversion to
Release 7 and as close to the conversion date as possible.
• Gibson Teldata will perform an Offline Verify of the current system prior to the conversion to Centigram Model 70,6.0D and
as close to the conversion date as possible.
Customer Responsibilities
• Customer will provide suitable rack space for the new NuPoint Standard system in a properly climate controlled
environment.
• Customer will provide at least four 100/1000 data switch port connections. Two of these will be connected to the NuPoint
Standard system. Two of these will be connected to the Sip Gateway Convertor.
• Customer will provide necessary IP Addresses (to be determined) for the implementation of the new system on their own
VLAN and subnet.
• Customer will provide all original diskettes for the current Centigram Model 70, 6.0D system prior to cutover for
verifications and testing and emergency restore,if required.
Customers Initials
61 t ) 99
Phase II — MCD Implementation
Proposed Detailed Plan of Action — MCD Implementation
Two Core MCD 3300 ICP MXe Controllers with III Raid Sub-Systems,will be located one at the Water Distribution center and the
other at the City Hall. Their endpoint licensing will hone back to the Primary vMCD solution located on the City's virtualized
server solution at the Tower. The two MCD controllers will act as resilient gateways for themselves and the other MCD solutions.
SIP services will be terminated at the City Hall Mitel Border Gateway and the Mitel Border Gateway at the Tower. PRI services
will be installed at the City Hall MCD and currently located at Water Distribution center,will be used for analog services,such as
faxing,and overflow out bound trunking. In case of failure of trunking,Windstream will engineer overflow services from SIP to
PRI.
(14)data switches are include with(80)hours of implementation labor to be coordinated with the City of Carmel IT department.
The City of Carmel will be responsible for insuring the data network is VoIP ready.
Preparation for this project will include a facilities survey completed by the City with Gibson assistance. This survey will be
completed after contracting,and solidify actual endpoint counts and needs assessment,analog circuitry needs,and remote
endpoint network needs.
After the existing Centigram voicemail is converted to NuPoint,the Implementation of the Water Distribution MCD and
associated buildings in that fiber cluster will take place. These sites include:
Utilities Admin,Water Plant 1&4,Sewer Plant,Water Tower,Street Department,Street Maintenance Building,and PD
Garage
After the implementation of the vMCD solution is in place,the remainder of the project will follow which will include the City Hall
MCD implementation,the SIP trunking conversion,PRI implementation at the City Hall,remote site gateway and endpoint
implementations.
Also,the NuPoint voicemail system will be migrated to a virtualized solution and upgraded to 24 ports.
Finally,the MCD,implemented at the Water Plant 1,will be migrated to the CCC for additional redundancy at that facility. The
Water Plant extension will then become remote site endpoints. Please note:The Water Plant 1 MCD move is included in this
scope if completed no later than 60 days after the above project steps are implemented/final cut over.
A detailed project timeline will be compiled at the Initial Client meeting.
This project will include the following implementation steps:
• Documentation&Data Review-After contracts are signed we would immediately compile a job package with specific
data regarding each phase of the operation. We then would have an internal briefing with the designated project
team. This information,including: data network diagrams,specific client request,time-lines,working conditions,etc.,
would be disseminated to the entire team and tracked throughout the project.
• Initial Client Meeting—After our internal briefing, a client meeting would be held with you to review the entire scope
of the project and clearly identify specific time-lines and work criteria.
Customer's Initials
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• Customer Programming Assessment—Time-line's for this(these)meetings stem from the initial client meeting and
may need to occur with multiple departments to gather specific call programming information. This is also a very good
time to present features/options to specific groups or users to fully utilize the robust features of the Mitel MCD.
• Update/Assessment Meeting(s)—Throughout the project it may be useful to have updates on project activities,time-
lines and upcoming phases.
• Training Sessions—Training is customized to your specific needs and can be done by classroom,small group settings or
individually depending upon each department's needs. Additional training is also offered within a few weeks of the
final implementation to insure acceptance and understanding of the new system as well as bring any new employees
up to speed. Optional Training for System Administrators and Contact Center Supervisors is also specialized for you.
Two hours of System Administration training is available for up to(2)staff members per class. Supervisor training will
be done on an individual bases for each member. Additional user training and System Administration training is always
available.
• Cut-over
• Follow-up Training and Assistance—The Implementation team will be on your site the next business day following the
cut-over to insure a smooth transition and to assist any users with additional training and minor changes.
• Further Review and Assessment of clients' needs-Gibson Teldata recommends a follow up assessment and possible
training time for you. This insures that features purchased with the original investment,are being utilized to their fullest
extent. It also allows your staff to have time to identify any changes that may further improve the Implementation.
• Final Post Cut-over Meeting-At this time we will have a final sign-off of the project/phase as contracted and move
into the system warranty phase.
Gibson Teldata Inc. will provide the following:
Gibson Teldata Inc.will order materials and schedule labor for this project.
Coordinate a design meeting to identify specific features that the customer will utilize.
Install the telephone system
Utilize the existing cabling infrastructure.Telephones will now plug into the wall and the computer will plug into the back of the
telephone—unless unavailable
Use customer provided UPS power back up.
Install one Unified Communicator Express(UCE)client&one Unified Communicator Advanced
Show client how to implement UC on other machines.
Coordinate with Windstream on a new SIP/PRI services.
Perform pre and post installation tests of the installed solution
Coordinate with customers IT on several issues
Interface voicemail into their Microsoft Exchange email server.
Installing a new data switches into their existing data network
Provide firewall access for remote telephones.
Provide end user training for the installed system(s).This includes
Telephone and Voice mail training
Audio Web conferencing
Record a Call
Unified Communicator Express/Advanced
Provide 4 hours Basic System Administrator Training for 2-3 technology coordinators.
Training will include areas such as:
End user adds, moves, and changes
Reviewing maintenance alarms
Includes overview of voice network servers
Gibson Teldata will assist with removal of the existing Nortel equipment and dispose of for the client.The Nortel Norstar system
at the Fire station will be returned to Mitel as part of the Move to Mitel upgrade program.
Customer's Initials
„ExH, 111 IT 7
The Customer will be responsible for:
In order for Gibson to provide the most effective and efficient telecommunications equipment to you,your assistance will be
required.
Point of contact determined: This person will act as a liaison between Gibson Teldata and all customer personnel.This person
will provide current/accurate floor plans(used for the placement of phones),assist in the completion of user database details,
schedule end user training,assist with post cut-over system support. A second point of contact may be determined for signature
authority for additional or deletions of equipment and final acceptance form.
Install additional Unified Communicator Express or Advanced Clients as needed.
Implement a business caliber POE&QOS data network for voice.
A full inventory of each site will be provided by the City of Carmel
Provide access to all facilities for survey/implementation services.
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Customers Initials