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HomeMy WebLinkAboutCNR Maintenance Agreement (2023)CNR Contract# 522 Mason County MAINTENANCE AGREEMENT GENERAL CONDl1IONS OF MAINTENANCE AND MANAGED SERVICES .• ' ..Terms and Conditions Page 1 of 14 MAINTENANCE AGREEMENT GENERAL CONDITIONS OF MAINTENANCE AND MANAGED SERVICES. The undersigned Customer agrees that these General Conditions of Maintenance and Managed Services {the "Maintenance Agreement") will govern the purchase of cert�in Services (defined below) by Customer from CNR-MD CORP, ("CNR'). 1, ORDER, PROVISION AND SCOPE OF SERVICES 1.1 Order and Provision of Services. In return for the payment of the fees specified in the order, CNR will provide the services options for Supported Products or Supported Systems at Supported Sites, as described further in this Agreement and the SAS ("Services"). In the event of a conflict between the SAS and this Agreement, the terms of this Agreement will control. The "Service Agreement Supplement" or "S AS" is the CNR Service Agreement Supplement then current as of the date of CNR's acceptance of an order for Services and available to Customer upon request. As used in this Agreement, SAS' may refer, as applicable, to either the Service Agreement Supplement or, where the parties have executed a statement of work describing specific Services to be provided by CNR, to the statement of work. "Supported Products" are: (i)hardware or software products identified in the order; and (ii) Added Products {defined in Section 1.8). Supported Products may include non-CNR products to the extent they are specified in the order. "Supported Systems" are a group of products or networks specified in the order. "Supported Sites' are locations specified in the order. Where CNR provides hardware or software for Customer's use as part of the Services but retains ownership of them, including replacement parts for them, these are referred to as "CNR Equipment.' Orders are subject to acceptance by CNR. CNR may accept an order by beginning· to perform the Services. Terms and conditions contained in Customer purchase orders or other Customer documents will have no effect. 1.2 Monitoring. CNR may electronically monitor Supported Products and Supported Systems for the following purposes: (i) remote diagnostics and corrective actions; (ii) to determine system configuration and applicable charges; (iii) to verify compliance wilh applicable software license terms and restrictions; (iv) when providing managed Services, to assess Customer needs for additional products or Services; (v) as otherwise provided in the SAS. 1.3 Error Correction. Some Services options may include corr!lclion of Errors. An "Error' means a failure of a Supported Product to conform in all material respects to the manufacturer's specifications that were currently applicable when the Supported Product was purchased or licensed. 1.4 Help Line Support. Where the selected Services option includes help line support. CNR will provide it in accordance with the coverage option (service hours, target response intervals, etc.) that Customer has selected. 1.5 Updates. Where the selected Services ·option includes the provision of Updates, CNR will make Updates available to Customer as the manufacturer makes them generally available to its other customers. An "Update" is a change in software that typically provides maintenance correction only. It typically is designated as a change in the digit to the right of the second decimal point (e.g. n.y.[zl). CNR will provide Updates via a website, email O[ post mail, at CNR's option. Updates may be remotely installed by CNR or delivered to Customer for self-installation. 1.6 End of Support. CNR may discontinue or limit the scope of Services for Supported Products that CNR or the third party manufacturer has declared "end of life." "end of service." "end of support." "manufacture discontinue" or similar designation ("End of Support"). Customer may access CNR's user support website (www.cnr-inc.com) for End of Support notifications. CNR targets posting of End of Support notifications for CNR-manufactured Products at least six (6) months in advance of the End of Support date. End of Support will be effective as of the effective date of the End of Support notice. CNR also may provide End of Support notices by email to email addresses that Customer has registered with CNR. If Services are discontinued for a Supported Product, it will be removed from the order and rates will be adjusted accordingly. For certain products subject to End of Support, CNR may continu!l to offer a limited set of Services ("Extended Support'). Where CNR has chosen to do this, the description of Extended Support available and fees will be available at the time of CNR's notice. These notices will communicate information such as Extended Support eligibility, extended support alerts related to parts shortages, and end of Services coverage eligibility (including Extended Support). 1.7 Replacement Hardware. Replacement hardware provided as part of Services General Conditions of Maintenance and Managed Services --may _be new, factory reconditioned, refurbished, re-manufactured or functionally equivalent. It will be furnished only on an exchange basis. Returned hardware that has been replaced by CNR, whether CNR Equipment or otherwise, will become CNR's property. 1.8 Added Products. If Customer acquires additional proqucts of the same type and manufacturer(s) as the existing Supported Products. and locates them with existing Supported Products at a Supported Site, they will be considered "Added Products", and will be added to the order automatically for the remainder of the term. Added· �roducts purchased from a party other than the manufacturer or an authorized reseller are subject to certification by CNR at CNR's then current rates. If Added Products fail certification, CNR may choose not to add them to the Supported Products. 1.9 General Limitations. Unless the SAS prov'ides otherwise, CNR will provide software Services only for the unaltered current release of the software and the prior release. The following items are included in the Services only if the SAS specifically includes them: (i) support of user-defined applications; (ii) support of Supported Products that have been modified by a party other than CNR (except for installation of standard, self-installed Updates provided by the manufacturer); (iii) making corrections to user-defined reports; (iv) data recovery services; (v) services ass.ociated with relocation of Supported Products; (vi) correction of Errors arising from causes external to the Supported Products (such as power failures or surges); and (vii) Services for Supported Products that have been misused, used in breach of their license restrictions, improperly installed or configured, or that have had their serial numbers altered, defaced or deleted. 2.INVOICING AND PAYMENT. CNR will invoice Customer for Services in advance unless another payment option is specified in the order. Payment of invoices is due within thirty (30) days from the date of CNR's invoice. Customer will pay all bank charges, taxes, duties, levies and other costs and commissions associated with nonstandard methods of invoicing and payment. Overdue payments will be subject to a late payment charge of the lesser of 1.5% per month or the maximum rate allowed by applicable law. Unless Customer provides CNR with a tax exemption certificate, Customer is solely responsible for paying all required taxes, (including, but not limited to, property, sales, use or excise taxes with respect to the provision of CNR Equipment) except for any income tax assessed upon CNR. 3. CUSTOMER RESPONSIBILITIES 3.1 General. Customer will cooperate with CNR as reasonably necessary for CNR's performance of its obligations, including things such as: (i) providing CNR with full, free and safe access to its facilities; (ii) providing telephone numbers, network addresses and passwords necessary for remote access; and (iii) providing interface information for Supported Products and necessary third party consents and licenses to access them. All items will be provided by Customer at Customer's expense. If CNR provides an Update or other new release of software as part of the Services, Customer will implement ii promptly. 3.2 Provision of Supported Products and Systems. Except for CNR Equipment or CNR hosted facilities identified in the SAS, Customer will provide all Supported Products, Supported Systems and Supported Sites. Customer continuously represents and warrants that: (i) Customer is either the owner of, or is authorized to access and use, each of them; and (ii) CNR, its suppliers, and subcontractors are authorized to do the same to the extent necessary to provide the Services in a timely manner. 3.3 Moves of Supported Products. Customer will notify CNR in advance before moving Supported Products. Only CNR may move CNR Equipment. CNR may charge additional amounts to recover additional costs in providing the Services as a result of moved Supported Products. 3.4 Vendor Management. Where CNR is to instruct or request products or services on Customer's behalf from third party vendors under Customer's supply contracts with the third party vendors ("Vendor Management"), Customer will provide CNR upon request a letter of agency or similar document, in form reasonably satisfactory to CNR, permitting CNR to perform the Vendor Management. Where the third party vendor's consent is required for CNR to be able to perform Vendor Management in a timely manner, Customer will obtain the written consent of the vendor and provide CNR a copy of ii upon request. 3.5 Third Party Hosting. In the event one or more network address(es) to be monitored by CNR are associated with systems owned, managed, and/or hosted by a third party service provider ("Host"), Customer will: (i) notify CNR of the Host prior to commencement of the Services; (ii) obtain the Host's advance written consent for CNR to perform the Services on the Host's computer systems and provide CNR with a copy of the consent upon request; and (iii) facilitate necessary communications between CNR and the Host in connection with the Services. 3.6 Access to Personal Data. Where Customer instructs CNR to access of any employee, customer or other individual's personal data contained in any Supported Product or Supported System, or to provide Customer or a third party identified by Customer with access, Customer will indemnify CNR and its officers, directors, employees, subcontractors and affiliates against, and hold each of them harmless from, any and all liabilities, costs, damages, judgments and expenses (including reasonable attorney's fees and costs) arising out of CNR accessing or providing access in accordance with Customer's instructions. 3.7 CNR Equipment. Customer will not remove any identification tags or other markings on CNR Equipment. Customer will keep CNR Equipment free and clear of all levies, liens and encumbrances arising by or through Customer or arising in connection with the location of CNR Equipment at a Supported Site, and consents to the filing of informational financing statements by the owner of the CNR Equipment to give notice of ownership. Customer will, at its own expense, maintain insurance against toss, theft, destruction or damage to CNR Equipment (each, a "Loss") for the full replacement value of the CNR Equipment, will provide evidence of this insurance upon request, and will notify CNR promptly in writing of any Loss. Within thirty (30) days after the termination or expiration of the order, Customer will: (i) cease all use and return to CNR all copies of software (including backup copies) provided as part of the Services; and (ii) deliver ii at no cost to CNR all CNR Equipment located at Supported Site subject to the Page 2 of 14 MAINTENANCE AGREEMENT termination to a location in the United Stales designated by CNR, in the same condition as when originally delivered (reasonable wear and tear excepted). 4.TITLE AND RISK OF LOSS TO EQUIPMENT. Title to CNR Equipment, whether new or replacement CNR Equipment, will remain with CNR or its suppliers and will not pass to Customer. Tille to other CNR-installed replacement hardware provided as part of Services will pass to Customer when installed. Tille to all other hardware provided as part of Services will pass to Customer when it arrives at the Supported Site. CNR may, without notice to Customer, assign, pledge, transfer or otherwise convey any or all of CNR's right, title and interest in CNR Equipment. Customer will bear the risk of loss, theft, destruction or damage to CNR Equipment except for losses caused by CNR. 5. SOFTWARE LICENSE. Where Services include provision of patches, Updates or feature upgrades for Supported Products ("New Software"), they will be provided subject to the license grant and restrictions contained in the original agreement under which Customer licensed the original software from CNR. Where there is no existing license from CNR, New Software will be provided subject to the manufacturer's then current license terms and restrictions for the New Software. New Software may include components provided by third party suppliers that are subject to their own end user license agreements. Customer may install and use these components in accordance with the terms and conditions of the "shrinkwrap" or "clickwrap" end user license agreement accompanying them. 6.CONFIDENTIAL INFORMATION. "Confidential Information" means either party's business and/or technical information, pricing, discounts and any other information or data, regardless of whether in tan9ible, or other form if marked or otherwise expressly identified in writing as confidential. Information communicated verbally will qualify as Confidential Information if designated as confidential or proprietary at the time of disclosure and summarized in writing within thirty (30) days after disclosure. Confidential Information excludes information that: (i) is publicly available other than by an act or omission of the receiving party; (ii) subsequent to its disclosure was lawfully received from a third party having the right to disseminate the information and without restriction on its dissemination and disclosure; (iii) was known by lhereceiving party prior to its receipt and was not received from a third party in breach of that third party's confidentiality obligations; (iv) was independently developed by the receiving party without use of the disclosing party's' Confidential Information; or (v) is required to be disclosed by court order or other lawful government action, but only to the extent so ordered, provided the receiving party provides prompt written notification to the disclosing party of the pending disclosure so the disclosing party may attempt to obtain a protective order. In the event of a potential disclosure in the case of subsection (v) above, the receiving party will provide reasonable assistance to the disclosing party should the disclosing party attempt to obtain a protective order. Each party will protect the secrecy of all Confidential Information received from the other party with the same degree of care as ii uses to protect its own Confidential Information, but in no event with less than a reasonable degree of care. Neither party will use or disclose the other party's Confidential Information except as permitted in this Section or for the purpose of performing obligations under this Agreement. The confidentiality obligations of each party will survive expiration or termination of the Agreement. Upon termination of the Agreement, each party will cease all use of the other party's Confidential Information and will promptly return, or at the other party's request destroy, all Confidential Information, including copies, in tangible form in that party's possession or under its control, including Confidential Information stored on any medium. Upon request, a party will certify in writing its compliance with this Section. 7.WARRANTIES. CNR warrants to Customer that services will be carried out in a professional and workmanlike manner by qualified personnel. If the services have not been so performed and CNR receives customefs detailed request to cure a non-conformance within 30 days of its occurrence, CNR will re-perform those services. This remedy will be customer's sole and exclusive remedy and will be in lieu of any other rights or remedies customer may have against CNR with respect to the non-conformance of services. EXCEPT AS REFERENCED AND LIMITED IN THIS SECTION, NEITHER CNR NOR ITS LICENSOR$ OR SUPPLIERS MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SERVICES. IN PARTICULAR, THERE IS NO WARRANTY THAT ALL SECURITY THREATS AND VULNERABILITIES IN A SUPPORTED PRODUCT, SUPPORTED SYSTEM OR NETWORK WILL BE DETECTED OR THAT SERVICES WILL RENDER THEM SAFE FROM SECURITY BREACHES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CNR DISCLAIMS ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. 8. LIMITATION OF LIABILITY. IN NO EVENT WILL EITHER PARTY OR ITS RESPECTIVE LICENSOR$ OR SUPPLIERS HAVE ANY LIABILITY FOR ANY INCIDENTAL, SPECIAL, STATUTORY, INDIRECT OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR REVENUE, LOSS OR CORRUPTION OF DATA, TOLL FRAUD, COST OF COVER, OR SUBSTITUTE GOODS OR PERFORMANCE. THE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED AN AMOUNT EQUAL TO THE AGGREGATE TOTAL AMOUNT OF ALL FEES PAID OR PAYABLE UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM. THE LIMITATIONS OF LIABILITY IN THIS SECTION WILL APPLY TO ANY DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE, AND REGARDLESS OF WHETHER THE LIMITED REMEDIES AVAILABLE TO THE PARTIES FAIL OF THEIR ESSENTIAL PURPOSE. HOWEVER, THEY WILL NOT APPLY IN CASES OF WILLFUL MISCONDUCT, PERSONAL INJURY OR BREACHES OF MANUFACTURER LICENSE RESTRICTIONS. THE LIMITATIONS OF LIABILITY IN THIS SECTION ALSO WILL APPLY TO ANY LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND SUPPLIERS. 9. GOVERNING LAW AND DISPUTE RESOLUTION. This Agreement and any disputes arising out of or relating to it ("Disputes") will be governed by Washington State laws applicable to contracts entered into and performed in Washington, excluding conflict of law principles and the United Nations Convention on Contracts for the International Sale of Goods. Except as provided below, all Disputes will be finally resolved by binding arbitration before one arbitrator, selected pursuant to the Commercial Rules of the American Arbitration Association ("AAA"). The arbitrator will have the authority to determine issues of arbitrability and to consider and rule on dispositive motions. The arbitrator will have authority only to award compensatory damages within the scope of the limitations of Section 8 and will not award punitive or exemplary damages. The arbitrator will not have the authority to limit, expand or otherwise modify the terms of the Agreement. The parties, their representatives, other participants and the arbitrator will hold the existence, content and result of arbitration in confidence. Nothing in this Section will be construed to preclude either party from seeking provisional remedies, including but not limited to temporary restraining orders and preliminary injunctions from any court of competent jurisdiction in order to protect its rights pending arbitration. Actions on Disputes between the parties must be brought in accordance with this Section within two years after the cause of action has arisen. 10. TERM AND TERMINATION. This Agreement will be effective from the date CNR accepts the order unless terminated earlier in accordance with this Section. Unless a different term is defined in the order, CNR will provide Services for an initial term of one year. Services will be renewed automatically for successive one year terms applying the then most similar current generally available support plan offering and then current rates, unless either party gives the other written notice of its intent not to renew at least thirty (30) days prior to the expiration of the applicable initial or renewal term. Unless otherwise specified in the SAS, Customer may terminate maintenance Services in whole or in part upon thirty (30) days written notice subject to the cancellation fees equal to maintenance Services fees for twelve (12) months or the remaining term, whichever is less. Upon termination, Customer will return any CNR Equipment as described in Section 3.7. Either party may terminate this Agreement by written notice to the other party effective immediately upon receipt if the other party fails to cure any material breach of this Agreement within a thirty (30) day period after having received a written notice from the non-breaching party detailing the breach and requesting the breach be cured. 11. MISCELLANEOUS. CNR may assign this Agreement or any associated order to any of its affiliated entities or to any entity to which CNR may sell, transfer, convey, assign or lease all or substantially all of the assets used in connection with its performance under this Agreement. CNR may subcontract any or all of its obligations, but will retain responsibility for them. Neither party will be liable for any delay or failure in performance to the extent the delay or failure is caused by events beyond the party's reasonable control, including between the parties. All notices under this Agreement and any modifications or amendments to this Agreement must be in writing. Page 3 of 14 MAINTENANCE AGREEMENT Signatl+ Na me:_#-'-_,_� __ ;v:_t!!,::;11' 7 Title: Lo Date: 3 Telephone Number: 3(b -,42::;--q{rc, Company: CNR-AD. CORP Signature: _________ Name: Coy Anglin Date: _11/27/2023_ Title: Principal Telephone Number: 253-444-4377 Page 4 of 14 Service Agreement Supplement Coverage Service Description for Maintenance Program I.Maintenance Service Coverage: Full Coverage 8x5 and Full Coverage 24x7 Coverage includes remote telephone support, remote diagnostics, troubleshooting, problem resolution, software maintenance updates/fixes, on-site parts replacement (if the covered product includes hardware), and any onsite support CNR deems necessary to resolve a fault. A.Product Eligibility for Coverage Under this Supplement: This description applies to CNR and selected non-CNR products and components that CNR has designated in the applicable order or associated quote sheet to be eligible for coverage and currently supported ("Supported Products"). B.Coverage Hours and Elections Standard Business Hours are 8:00a.m. to 5:00 p.m. in the time zone of the covered products, Monday through Friday, excluding CNR observed holidays. Customer may elect either Bx5 or 24x7 coverage: 0 Fuil Coverage 8x5: Provides coverage during Standard Business Hours. Requests for support outside the Standard Business Hours may be accommodated at CNR's option and will be subject to CNR's then current Per Incident maintenance rates. [;21 Full Coverage 24x7: This coverage option extends the benefit of Full Coverage to twenty-four (24) hours per day, seven (7) days per week, three hundred sixty-five (365) days per year for Major Failures. There is an additional cost for this coverage option. C.Coverage Elements: 1.Remote Maintenance Support Subject to coverage hours, as part of Full Coverage CNR will: o Receive Customer's request for assistance through the CNR Services Center. CNR may require only CNR authorized Customer contacts be able to initiate requests or check on their status and CNR may limit the number of authorized contacts. ■Customer may report/log a request via the method of their choice: toll-free telephone number, facsimile request, or email at cnr-service@cnr-inc.com (or website designated by CNR). o Troubleshoot and resolve product related problems via telephone or remote dial-in connection. CNR will analyze the system malfunction, if applicable, or remotely access the system to verify existence of the problem and conditions under which it exists or recurs. o Answer Customer questions regarding product problems. o Provide recommendations for Software Updates to clear faults. o Commence remedial maintenance service activities, including software maintenance (bug) fixes, product documentation and Update releases. o Respond to, diagnose, and clear system-generated major alarms received via CNR Alert Systems Diagnostic Tools (on CNR products that support that functionality) •Any problem that cannot be automatically cleared by CNR Alert Systems Diagnostic Tools will be responded to according to response intervals. o Isolate or determine the source of problems or anomalies that are the result of installation or configuration errors, as long as the configuration errors are specific to a CNR Software Product. Support is limited to unaltered versions of the software that are supported by CNR, and to problems that are reproducible in that version of the software. o Identify appropriate resources to assist with activities or Customer requests falling outside of CNR Software Support. Note that these additional resources may be billable and/or may be resources outside of CNR. o Both 8x5 and 24x7 Coverage options may include 24x7 access to remote maintenance assistance, documentation, and other information via web-enabled case-based reasoning tools on "http://cnr-inc.com/support" (or other website designated by CNR). o Provide Helpline support, which includes: •Answering general usability or software application-specific questions: General usability issues are defined as, but not limited to, non-programming issues, and includes general information around the functionality of a Page 6 of 14 MAINTENANCE AGREEMENT product. Usability information can be provided without knowing the specific programming and configuration details of the Customer's system. This general support does not include consultation on appropriate methods and procedures for the Customer's environment nor does it include custom programming. On-going system administration is the Customer's responsibility. •Providing advice, which includes directing the Customer to sections of the documentation that may answer a question, clarifying the documentation or recommending possible training courses.•Working with trained individuals from the Customer to enhance understanding of the use and features of CNR supported Products.•Helpline support is limited to Business Hours. Helpline requests provided outside of coverage hours (after 5:00 PM) are subject to availability, and will be quoted and billed at CNR's then current Per Incident Maintenance rates. Helpline support is limited to the Customer's Authorized Systems Managers only. o Support does not cover customized system features or reports created by the Customer or Third Parties. Any bug fixing or system reconfiguration that CNR must perform to clear a trouble resulting from Customer's configuration changes are not included in Service Agreement coverage. o If CNR determines that a problem is due to the Customer's or a third party's application, then resolution and diagnostic fees may be charged at CNR's then current Per Incident Maintenance rates. o If "IP Basic" coverage option is selected, helpline services and all troubleshooting support not directly attributable to a fault in covered Products or Software will be billable at CNR's then current Per Incident Maintenance rates. 2.On-site Maintenance Support o If a fault cannot be resolved remotely, and CNR determines on-site intervention is required to do so, 8x5 coverage provides the dispatch of CNR's field technical resources 8:00am to 5:00pm in the time zone of the covered products, excluding CNR holidays, including engineering support. 24x7 coverage extends this support to all Major Failures twenty-four (24) hours per day, seven (7) days per week, and three hundred sixty-five (365) days per year. o Exclusions and Limitations: •Additional charges will apply if an CNR field technician is requested by the Customer to: ■ Wait one (1) or more hours after arriving on-site for equipment to become available for servicing; Remain on-site after resolution of a problem in the covered Products; Remain on-site outside of coverage hours; Provide Standby Service. For example, requesting field technicians to be present on the Customer's premises during electrical power shutdowns, disaster recovery tests, or special events. ■ Perform moves, changes, or other activities not covered under the scope of the selected coverage options ■ Perform any support on Products not covered by this Agreement. •All support (Remote, on-site and parts replacement) of terminals is excluded if the Customer selects Switch­ Only Coverage option. 3.Parts and Materials Replacement If covered configuration includes hardware, Full Coverage provides for on-site replacement of any covered part CNR determines to be defective. Replacement parts may be new or refurbished. o Consumables (including but not limited to headsets, remote controls (TV & video), printer ribbons, back-up tapes or other blank media, wall brackets, rack mounting and other hardware kits, face plates, bezels, blank panels, designation strips, technical documentation, labels or other accessories) are not included in maintenance coverage. o Equipment that is part of a standard configuration receives maintenance coverage as a component of a covered system. The equipment is defined as Minor Material and may include but is not limited to internal cabling, fans, fan assemblies, transformers, embedded operating system software, power supplies, fuses & firmware. o Service support does not include the provisioning or installation of hardware upgrades or reprogramming to add additional capabilities or functionality to the Product(s). CNR sub-licensed Software: o Defective software media will be replaced at no charge. CNR will replace only the number of copies originally provided to the Customer. o It is the Customer's responsibility to maintain original software media. In situations where the Customer has no backup copies of CNR sub-licensed Software, CNR will provide a backup copy of the originally licensed Software release in the event of a loss if the Software is a currently supported release. Replacement of media and any implementation services are subject to additional charges. If the lost release is not currently supported, the Customer must pay for an upgrade to a currently supported release. 4.Product Correction Updates Page 7 of 14 MAINTENANCE AGREEMENT In order to assess the quality and reliability of its systems, CNR tracks repair information on our Customer's systems. Recurring problems are analyzed and where generally applicable corrective measures are identified, CNR may issue a Product Correction Update. A Product Correction Update can be a Product Correction Notice (PCN), Software and firmware updates. Standard Full Coverage Service: o CNR will issue Product Correction Notices (PCN) and Software and firmware Updates. o Full Maintenance Coverage includes installation for remote and technician installable Product Correction Updates at no charge during Standard Business Hours. Full Maintenance Coverage 24x7 also includes support outside of Standard Business Hours for remote and technician installable PCNs that have been deemed by CNR as Major Failures. All other support outside of Standard Business Hours is billable at CNR's then current Per Incident Maintenance rates, unless specifically provided for in the PCN. o There may be cases where a Product Correction Update may require a system hardware upgrade to comply with current manufacturer's specifications. Such hardware upgrades are not provided as part of Full Maintenance Coverage. CNR will provide Customer with a cost estimate prior to providing any chargeable hardware upgrades. o Customer installable Product Correction Updates are the responsibility of Customer. Upon Customer's request, CNR will perform the installation at CNR's then current Per Incident Maintenance rates. Remote help line support is available during Standard Business Hours. Full Maintenance Coverage 24x7 includes remote help line support outside of Standard Business Hours for Customer installable Product Correction Updates that have been deemed by CNR as Major Failures. All other support outside of Standard Business Hours is billable at CNR's then current Per Incident Maintenance rates. o For certain CNR designated Software applications, Customer will be entitled to receive Software Minor and Major Releases as well as Updates under Full Maintenance Coverage. Eligible Products will be designated on the applicable order or associated quote sheet as being entitled to "Full Coverage Maintenance Plus Future Software Protection." The upgrades that will be provided may include new Software features and functionality, provided however, Customer will not be entitled to receive upgrades to optional features or functionality that Customer did not previously license and which CNR licenses as separate Products. Any upgrades that are provided to eligible Products will be provided under the same provisions applicable for Updates as set forth herein. o For Software applications entitled to "Full Coverage Maintenance Plus Future Software Protection" coverage, if Customer terminates coverage, or coverage was never previously purchased and Customer wishes to initiate Full Coverage, a reinstatement/late initiation fee will be assessed. The fee will be equal to the coverage fees for the period(s) in which the Software was not under Full Coverage, plus twenty-five percent (25%) of such amount. Product Correction Support Coverage Product Correction Support coverage provides (1) CNR installation for all Customer installable Product Correction Updates, and (2) support outside of Standard Business Hours, excluding Sunday and CNR observed holidays, for all technician and remote installable Product Correction Updates. Product Correction Updates include Product Correction Notices (PCNS), Software and firmware Updates and maintenance patches. CNR will perform the work remotely when possible; otherwise, an on-site technician will be dispatched. Limitations and Exclusions o Remote and customer installable PCN, Firmware and Software Updates and maintenance patches will be completed remotely when applicable. The customer must provide CNR with access and required permissions. Additionally, for certain updates the customer will be required to insert a diskette into the disk drive. If the customer requests an on­ site technician to perform this function, then Per Incident charges will be billed o Only CNR issued Product Correction Updates are included in this offer and only for the eligible products covered by this offer. o Out of hours support excludes Sundays or CNR Observed Holidays unless the installation of the update is required for resolution of a maintenance trouble. o Software and firmware Updates to voice terminals and other end-user devices (e.g., IP Softphone) are included for customers that have Full Coverage on the switch and terminals. CNR will download the update, but the customer will be required to register the voice terminals. This can be accomplished by a busy-out or having the users unplug and plug-in the voice terminal. If the customer has switch-only coverage, Software and Firmware Updates to voice terminals are either the customer's responsibility, or Per Incident charges will apply. 5.Power Surge Protection For customers with a current CNR Maintenance Service Agreement, CNR will repair damage to voice hardware products where lightening or a power surge is the direct cause of damage to the voice hardware products. To qualify for equipment replacement, at the time of the power surge or lightening strike, Customer must have properly Page 8 of 14 MAINTENANCE AGREEMENT protected equipment that complies with: o Product manual installation requirements, o Product manual electrical protection requirements o The National Electrical Code standards, o Applicable local electrical code standards, and o Any Applicable site requirements to protect against power surges. Customer must provide additional protection as follows: o All power feeds for the switching products and ancillary equipment must be protected by a properly installed protection device (AC protector, line protector) o All analog central office facilities connected to the switching product such as a loop start, ground start, or DID, must be protected by a properly installed protection device. o All T1/DS1 facilities must be terminated in a CSU and/or DSU.•All out of building stations or other services must be protected per out of building instructions provided in the appropriate installation manual.•All additional protection equipment must be installed in compliance with the National Electrical Code, any applicable local standards, and any CNR specified site requirements The policy does not include coverage for: o Damage.to data, VPN or video products o Loss or corruption of data records o Damage from lightning strikes which indirectly cause damage to the voice hardware products (e.g. lightening causes a fire -the fire then damages/destroys the switch) o "Acts of God" as defined in the Customer Agreement Note -UPS (Uninterruptible Power System) is not a substitute for protection devices D.Response Intervals Response intervals define CNR's objectives for responding to a request for maintenance support. o For Hardware Products; if CNR deems the fault cannot be cleared remotely, interval is from the time the CNR Service Center identifies an on-site visit is required to the time the technician or replacement part arrives at the Customer's site. For Software Products, interval is from the time the Customer contacts the CNR Services Center with an Assistance Request to the time the technician/engineer contacts the Customer. o Hours are stated in coverage period hours. Work will be performed during the Customer's specified coverage hours. CNR will attempt to clear all failures remotely before dispatching a technician to the Customer's premises. •Major Failures o Within two (2) business hours for Major Failures on systems. To qualify for this response interval the Customer site must be located within a certain major metropolitan area, as defined by CNR. This response is available during the hours of 8:00 a.m. to 5:00 p.m. in the time zone of the covered products, Monday through Friday, excluding CNR observed holidays. The two (2) hour response interval is not applicable between the hours of 5:00 p.m. & 8:00 a.m. if the Full Coverage 7x24 option is not elected. o Within four (4) business hours for Major Failures for Customer sites located outside the defined major metropolitan area, for non-CNR labeled or customized software and all other products. This interval is provided during the hours of 8:00 a.m. to 5:00 p.m. in the time zone of the covered products, Monday through Friday, excluding CNR observed holidays, or is provided 24x7 if Full Coverage 24x7 option is elected.•Minor Failures o For all other failures, response intervals are next Business Day by 5:00 p.m., provided the work will be performed during the normal Business Day, 8:00 a.m. to 5:00 p.m. in the time zone of the covered products, Monday through Friday. E.Definition of Major/Minor Failures Failures not otherwise caused by Customer are classified as major or minor. The condition is assigned to the system when the Customer makes a request of CNR for maintenance assistance. The classification determines how quickly the specific problem will be assigned a resource and responded to. PBX Systems: Major Failure Twenty-five percent (25%) or more of the trunks and/or stations supported by the common control unit are out of service at any time due to the failure of products provided by CNR; the attendant console or common control processor is out of service; twenty-five percent (25%) or more of the data peripherals Page 9 of 14 MAINTENANCE AGREEMENT supported by the CNR common control unit are out of service at any time due to the failure of products provided by CNR; or twenty-five percent (25%) or more of the special network capabilities supported by the CNR common control unit are out of service at any time due to the failure of products provided by CNR. Cannot dial 911. Minor Failure Any failure of Products provided by CNR that is not included in the definition of a Major Failure. Alarm Conditions An alarm is designated as either major or minor by software within the Product. A major alarm is not necessarily an indication of a Major Failure and may be handled differently than a major failure. A minor alarm is not necessarily an indication of a minor failure and may be handled differently than a minor failure. CRM and Messaging Software Products: Major Failure Failure that materially impedes critical Customer operations. Critical Customer operations are those such as: complete outages of operating system or application software; software bugs that cause a complete system crash or significant loss of data; or other software problems that significantly impede access or use of the software Minor Failure Any failure of Products provided by CNR that is not included in the definition of a Major Failure. Voice Mail Message Servers: Major Failure Message Server -Unscheduled total system outage and failure to reboot for any reason; Inability to access the system through the System Manager Terminal (SMT), if applicable; inability to access the system through 25% or more of all ports; interoperability of one or more of the disk drives that store message or data; loss of system integration; continual system restarts; inability of system to collect Call Detail Records (CORD) data, if applicable; message waiting not functioning system wide; installed networking not functioning. Data: Data does not distinguish between major and minor failures. All failures are treated as major. Wireless Systems: Major Failure Twenty-five percent (25%) or more of the wireless access points supported by the common control unit are out of service at any time due to the failure of products provided by CNR; common control processor is out of service; twenty-five percent (25%) or more of the voice or data peripherals supported by the common control unit are out of service. Minor Failure Any failure of Products provided by CNR that is not included in the definition of a Major Failure. Emergency Response Systems: Major Failure Twenty-five percent (25%) or more of the pendants supported by the common control unit are out of service at any time due to the failure of products provided by CNR; common control processor is out of service; twenty-five percent (25%) or more of the voice or data peripherals supported by the common control unit are out of service. The main notification console is out of service. Minor Failure Any failure of Products provided by CNR that is not included in the definition of a Major Failure. F.Security o TOLL FRAUD, PRIVACY AND DATA LOSS DISCLAIMER/WARNING. •CNR DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OR CONDITION THAT THE EQUIPMENT IS TECHNICALLY IMMUNE FROM OR PREVENTS FRAUDULENT INTRUSIONS INTO AND/OR UNAUTHORIZED USE OF THE SYSTEM (INCLUDING ITS INTERCONNECTION TO THE LONG DISTANCE NETWORK). CUSTOMER IS HEREBY WARNED THAT FRAUDULENT USE OF THE SYSTEM, INCLUDING BUT NOT LIMITED TO DISA, AUTO-ATTENDANT, VOICE MAIL, TOLL FREE, 10XXXXX, OR 900 SERVICES (OR THE LIKE) IS POSSIBLE. •CNR HEREBY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY THAT ITS EQUIPMENT IS TECHNICALLY IMMUNE FROM OR PREVENTS IMPROPER, UNLAWFUL AND/OR UNAUTHORIZED UTILIZATION THAT MAY RESULT IN THE LOSS OF PRIVACY OR LOSS OR THEFT OF ELECTRONIC DATA. o (Toll fraud occurs when unauthorized persons gain access to the Customer's system to make phone calls. Under applicable law, the Customer is responsible for paying for these unauthorized calls.) G.Certification Certification allows for the inspection of CNR hardware products and CNR-supported products in order to ensure that they meet all CNR environmental and technical specifications prior to issuing a Service Agreement or adding equipment to Service Agreement. Page 10 of 14 MAINTENANCE AGREEMENT Customer must notify CNR when it moves or installs systems so CNR can certify the equipment when required and update the Customer's records. CNR may, at its option, inspect products prior to the contract commencement date or commencement of services for any added products to determine whether such products meet the manufacturer's applicable technical and environmental specifications. The cost of the inspection will be charged to the Customer at CNR's then current Per Incident Maintenance rates. Certification is required when one of the following criteria is met: o Non-CNR products, a manufacture or manufacture-authorized service provider did not install equipment not classified as customer installable. o Non-CNR products, a manufacture or manufacture-authorized service provider previously installed the equipment and the warranty or service agreement had lapsed for more than ninety (90) days. o Equipment not classified as customer installable is installed or moved by Customer to a new site. CNR does not guarantee that products subject to certification will be certified. H.Maintenance Software Logins and Permissions The Customer may not gain access to proprietary software, in the manner described below, without authorization from CNR. The following changes to the equipment's proprietary software cannot be made without authorization from CNR: o Accessing and taking control of CNR administration logins. These logins are accessed exclusively by CNR personnel. o Making changes to the permissions of logins intended for exclusive use of CNR. o Accessing the system screen and turning on features in the system without paying right-to-use fees. I.Dedicated Access Customer must install or arrange for the installation of a dedicated Remote Access methodology for those appropriate systems/devices no later than the delivery date of the CNR installed equipment or prior to the commencement of service. Remote access is made possible with traditional 1 FB, POTS, etc. for modem equipped products or with network connectivity to networked products. The line number must be provided to CNR as soon as it is available. This line must remain available and dedicated to provide remote access on a 24x7 hour basis or there may be degradation to the service and support customer receives from CNR. Remote access via an auto attendant, requiring the assistance of an operator, or contacting customer to enable access is not supported. J.Preventive Maintenance for Products Full Coverage provides routine Preventive Maintenance (PM) activities to customers at no additional charge. PM routines and service is performed during business day hours, Monday-Friday, 8am-5pm. K.Extended Support CNR may discontinue or limit the scope of Maintenance Services for Supported Products that CNR or a third party manufacturer has declared "end of life," "end of service," "end of support," "manufacture discontinue" or similar designation ("End of Support") effective as of the effective date of the manufacturer's End of Support notice. Following the effective date, CNR Maintenance Services for manufacturer End of Support Products will be under the terms of "Extended Support." Extended Support will continue to provide the same Full Coverage Maintenance Services described in this Supplement , with the following exceptions. At the end of manufacturer support, R&D product developer support and going-forward maintenance Updates (e.g., Product Change Notices ("PCN's"), "bug fixes," interoperability/usability solutions) are no longer provided by the manufacturer. Therefore, certain complex faults or functionality issues may not be resolvable without the Customer upgrading the system to a version currently supported by the manufacturer. In addition, as replacement parts are manufacture discontinued, some products or components may become increasingly scarce or require replacement with substitute parts. This may result in delays in response or repair intervals, or may require upgrades to other components at Customer's expense in order to ensure compatibility and preserve Supported Product functionality. L.Other Definitions Major Release A major change to the Software that introduces new optional features and functionality. Major Releases are typically designated as a change in the digit(s) to the left of the first decimal point (e.g. [n].y.z) Minor Release A change to the Software that introduces a limited amount of new optional features and functionality. Minor Releases are typically designated as a change in the digit to the right of the first decimal point (e.g. n.[y].z) Page 11 of 14 C Update MAINTENANCE AGREEMENT Changes in the Software that typically provide maintenance correction only. An Update is typically designated as a change in the digit to the right of the second decimal point (e.g. n.y.[z]), representing a rerelease of the corrected Software version, or an issue(s)-specific correction provided in the form of a patch, super patch, service pack, maintenance release, bug fix, etc. Page 12 of 14 MAINTENANCE AGREEMENT Statement Of Work "SOW" Customer Order Describing Supported Services Products or Systems at Supported Sites sow Supported Locations Mason County Courthouse -411 N 4th St, Shelton WA 98584 Mason County Public Works -100 W Public Works Drive, Shelton WA 98584 Mason County Sheriff's Office -23293 Washington Hwy 3, Shelton WA 98584 Equipment supported: Qty 2 3 1 1 Description Avaya Equipment -servers (excluding phones) Avaya IP500V2 Gateways+ Software Support Avaya Upgrade Protection -Excluding Labor for Upgrades Xima Care Chronicall Support 1 -500 Extensions Support Type: Maintenance Support -Excluding Telephones. Service coverage: [8j Full Coverage 24x7: Provides coverage during Standard Business Hours. Requests for support outside the Standard Business Hours may be accommodated at CNR's option and will be subject to CNR's then current Per Incident Maintenance rates. Note: **This is for maintenance coverage only and does not include moves, adds or changes (MAC). This contract will be billed annually at $13,405.16 plus taxes. Travel Charge -$100 Contract effective coverage date is 1/1/2024 to 12/31/2024 All additions to hardware purchased from CNR will be pro-rated at time of sale to be supported under this contract. Page 14 of 14