12/13/2017 AgreementC' .,
Kevin Madok, CPA
Clerk of the Circuit Court & Comptroller — Monroe County, Florida
DATE: December 14, 2017
TO: Gabe Price
IT Department
FROM: Pamela G. Hancock, D.C.
SUBJECT: December 13th BOCC Meeting
Attached is an electronic copy of Item D10, Contract with Mitel/Morse Communications
in the amount of $715,378.25 for the replacement of existing county -wide Nortel PSTN
telephone system and service, with Mitel VOIP telephone system and service, for your
handling.
Should you have any questions, please feel free to contact me at ext. 3130. Thank you.
cc: County Attorney
Finance
File
KEY WEST MARATHON PLANTATION KEY
500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway
Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070
305 - 294 -4641 305 - 289 -6027 305 - 852 -7145
PK/ROTH BUILDING
50 High Point Road
Plantation Key, Florida 33070
305 - 852 -7145
Morse Communications, Inc.
Master Purchase and Service Agreement
395 East Drive Melbourne, Florida 32904
(321) 259 -8469 Fax: (321) 255 -0198
CUSTOMER: Monroe County Board of County Commissioners
BILLING ADDRESS (if different from Customer Address
Street Address
City County State Zip
Contact Person Telephone
Contract Term — December 13, 2017 to December 13, 2018
Payment Terms
Orders of $50,000 or less (contingent upon credit approval)
• 25% upon Delivery of Equipment or Services ("Initial Payment ")
• 75% Upon Equipment Completion
Orders of $50,000 or more (contingent upon credit approval)
• 35% upon Delivery of Equipment or Services ( "Initial Payment ")
• 25% upon first building completion
• 40% upon project completion
MORSE SIGNATURE
CUSTOMER SIGNATURE
MONROE CO NTY ATTORNEY
APP V D S .
R ERT S,SHILLINOER, JR.
D ate I TIN -01P ,r
Signature Date
Signature Date
Michael Costello
Mayor David Rice
Name
Name
CEO
Deputy Clerk
TERMS AND CONDITIONS
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1. Equipment and Purchase Price MORSE hereby sells to Customer and Customer
hereby purchases from MORSE the items or services identified in the Equipment /Services
Schedule attached hereto as Schedule "A" (the "Equipment" and /or the "Services "). Any terms
and conditions of the Schedule "A" will supersede any conflicting terms of this Master
agreement and Title to any software included in the Equipment Schedule shall remain with the
original equipment manufacturer or its licensor(s), and Customer's interest in the software is
limited to that of a licensee with the non - exclusive right to use the software in conjunction with
the Equipment per the terms of the software license referenced in Section 8 below. Customer
shall pay the Purchase Price according to the payment terms set forth above, together with all
property (personal or intangible) taxes or special assessments and all sales or use taxes which
may be imposed upon Customer. The Initial Payment shall be due no later than the date of
delivery of Equipment /Services.
Subject to the Local Government Prompt Payment Act, 218.70, Florida Statutes, Payment of
invoices shall be within thirty (30) days from the invoice date. If customer chooses payment
via lease through third party leasing company, MORSE requires proof of Customer approval
prior to equipment order. As per F.S. 218.74 Procedures for calculation of payment due dates,
All payments due from Customer and not made within the time specified by the Local
Government Prompt Payment Act, bear interest from 30 days after the due date at the rate of 1
percent per month on the unpaid balance..
2. Delivery; Risk of Loss; Title MORSE shall ship the Equipment to the address
specified above prior to the Cutover Date. Customer shall be responsible for all shipping
costs. Risk of loss shall pass to Customer upon the delivery of the Equipment to Customer's site
at the address as specified above. Title to the Equipment shall pass to Customer upon Cutover.
3. Purchase Money Security Interest MORSE hereby reserves and Customer, or its
designated representative, hereby grants to MORSE a purchase money security interest in the
Equipment to secure payment in full of the Purchase Price and any and all other payment
obligations of Customer, or its designated representative, under the terms of this
Agreement. Customer, or its designated representative, agrees to promptly execute and return to
MORSE any and all financing statements, continuation statements and such other instruments or
documents relating to such security interest as may be reasonably requested by MORSE.
4. Changes and Additions Customer may request changes (including additions) to the
Equipment at any time prior to Cutover. Upon receipt of such a request, MORSE shall submit to
Customer a written change order specifying the changes requested by Customer and price
adjustments, if any, to the Purchase Price, and the effect, if any, on the Cutover Date. MORSE
shall not make the requested changes unless Customer has accepted the terms of the written
Change Order by signing the Change Order and returning it to MORSE within ten (10) days of
the date of the Change Order. Customer represents and agrees that, unless Customer notifies
MORSE otherwise in writing, the only person authorized to accept Change Orders on
Customer's behalf is the person executing this Agreement on its behalf. Except as otherwise set
forth in a Change Order, all changes made pursuant to a Change Order shall be subject to the
terms and conditions of this Agreement.
5. Installation and Acceptance
(a) MORSE shall install the Equipment in accordance with the Scope of Work prepared by
MORSE which is attached to this Agreement as Schedule "A " and made a part hereof. Customer
acknowledges and agrees that the Purchase Price is based in part upon the Scope of Work, and
that the Purchase Price will be adjusted for any changes to the Scope of Work requested and
approved by Customer and MORSE in accordance with the terms of Section 4 above.
(b) Customer shall be responsible for preparing or providing the following site conditions prior
to commencement of installation of the Equipment by MORSE: cabling and jacks; sufficient
power for the system and isolated ground; and a clean environment with sufficient floor, rack
and /or wall space to accommodate the Equipment and adequate ventilation. Customer shall
provide MORSE and its employees and agents with full, free and safe access to the Premises
during Customer's normal business hours and at such other times as MORSE may reasonably
request for purposes of installing the Equipment. Customer shall notify MORSE in advance of
any hazardous material (e.g., asbestos) on the Premises, and shall remove any such hazardous
material or correct any such hazardous condition prior to MORSE's commencement of
installation of the Equipment.
(c) Cutover shall be deemed to occur when the switching equipment or software is activated
and functioning substantially to provide basic service, except for minor variances in performance
of the Equipment which do not materially impair basic service. Cutover activities will occur on
Friday after Customer business hours. MORSE (and Customer) shall monitor the Equipment for
ten (10) days after Cutover and prior to Acceptance. MORSE shall not be liable in damages or
otherwise for delays in the Cutover Date except as specifically provided in Section I I (a)
below. Notwithstanding the foregoing, IN NO EVENT SHALL MORSE BE LIABLE FOR
INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR LOSS
OF REVENUE.
(d) MORSE's obligation to install the Equipment shall be satisfied when all of the Equipment
has been installed at the premises and is performing substantially in accordance with the original
equipment manufacturer's material specifications, as determined by MORSE in accordance with
its standard installation procedures.
6. Training and Documentation Prior to Cutover, MORSE shall provide training
sufficient to enable Customer to operate the Equipment. MORSE shall also provide a reasonable
number of operator's manuals for the Equipment, for use by Customer's management and
operating personnel.
7. Disclaimer of Warranties Customer acknowledges and agrees that the Equipment is
sold with the manufacturer's warranty only, and that MORSE MAKES NO WARRANTIES,
EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT AND SPECIFICALLY
DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING THE WARRANTIES
OF MERCHANTABILITY. FURTHERMORE, MORSE DOES NOT WARRANT THAT IT
WILL PREVENT, OR THAT THE EQUIPMENT WILL PREVENT, UNAUTHORIZED USE
(OR CHARGES FOR SUCH USE) OF COMMON CARRIER TELECOMMUNICATION
SERVICES OR FACILITIES ACCESSED THROUGH OR CONNECTED TO THE
EQUIPMENT ( "TOLL FRAUD "). MORSE SHALL NOT BE LIABLE FOR DAMAGES OF
ANY KIND ARISING OR RESULTING FROM UNAUTHORIZED USE OF THE
EQUIPMENT, INCLUDING TOLL FRAUD.
8. Software License If the Equipment includes operating software of the original
equipment manufacturer, Customer agrees to be bound by the terms and conditions of the
original equipment manufacturer's then current software license agreement with respect to such
associated software.
9. Use and Protection of Proprietary Property Customer acknowledges and agrees
that the Equipment and all related technology, programs, ideas, operator's manuals and designs
constitute confidential and proprietary information and /or trade secrets of MORSE or its vendors
and licensors. In order to protect the confidential nature of such information and trade secrets,
Customer hereby represents, warrants and agrees that it shall, at all times after the date of this
Agreement, take all action as may be reasonably necessary to (i) preserve the confidentiality of
the Equipment, its internal workings and components and all information related to its use and
operation, and ensure that access thereto is restricted to authorized and trained employees of
Customer; (ii) keep confidential any proprietary, confidential or trade secret information owned
by, or licensed to, MORSE, except for disclosure to such employees or agents of Customer as are
necessary and authorized to properly operate the Equipment; (iii) prohibit the use, copying or
reproduction in any manner of any such information; and (iv) protect the display of any
copyright notice or trademark on the Equipment. Customer's representations herein shall survive
the termination of this Agreement.
10. Exclusions and Force Maieure MORSE shall not be responsible in damages or
otherwise for any attempt to perform, or its failure to perform, the terms of this Agreement if its
action or performance hereunder is necessitated, delayed or prevented by earthquake, weather
conditions, hurricane, tornado, fire, flood, lightning, or other act of God; acts of war, terrorism,
riot or civil disturbance; injunction, court order or other governmental action; work stoppage,
strike or labor dispute; transportation stoppage, suspension or unavoidable delay; electrical
malfunction outside of the Equipment and related system; action or inaction by Customer or its
authorized agents; delays of suppliers, subcontractors, power company, local exchange company
or other common carrier; breakdown of manufacturer's machinery; or other causes beyond
MORSE's reasonable control.
11. Exclusive Remedies and Limitations of Liability
(a) Customer's Exclusive Remedies This Agreement sets forth all of MORSE's
obligations with regard to the sale and installation of the Equipment and /or Services. MORSE'S
ENTIRE LIABILITY UNDER THIS AGREEMENT, AND CUSTOMER'S EXCLUSIVE
REMEDIES AGAINST MORSE HEREUNDER, SHALL BE AS FOLLOWS:
(1) For delays in the Cutover Date, MORSE shall have no liability unless the Cutover
Date is delayed by more than five (5) business days and such delay is caused solely and directly
by MORSE's failure to perform EXCEPT when such failure to perform is due to matters beyond
the reasonable control of MORSE, including force majeure conditions. In the event the Cutover
Date is delayed by more than 5 business days under circumstances for which MORSE is liable,
Customer's sole remedy shall be to cancel this Agreement without incurring any cancellation
charges and return the Equipment to MORSE, whereupon MORSE shall refund any payments
made hereunder by Customer to MORSE as of the date of such cancellation.
(2) For damages to real or tangible personal property or for bodily injury or death to
any person proximately caused by MORSE's negligence, Customer shall be entitled to recover
its proven direct damages to property or person.
(3) For claims other than as set forth above, MORSE's liability shall be limited to
proven, direct damages in an amount not to exceed the purchase price of the Equipment.
IN NO EVENT SHALL MORSE BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL
OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER OR NOT MORSE HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT
LIMITED TO LOST PROFITS, SAVINGS OR REVENUES; LOST, CORRUPTED,
MISDIRECTED OR MISAPPROPRIATED DATA OR MESSAGES; AND CHARGES FOR
COMMON CARRIER TELECOMMUNICATION SERVICES OR FACILITIES ACCESSED
THROUGH OR CONNECTED TO THE EQUIPMENT (e.g., TOLL FRAUD). IN THE
EVENT THAT A COURT OF COMPETENT JURISDICTION DETERMINES THAT THE
FOREGOING EXCLUSIVE REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE, THIS
PARAGRAPH DISCLAIMING INDIRECT, INCIDENTAL, SPECIAL AND
CONSEQUENTIAL DAMAGES SHALL SURVIVE.
(b) Default by Customer
(1) Except as provided under Section I I (a) above, Customer shall have no right to cancel
this Agreement. In the event Customer breaches this Agreement by canceling its order for the
Equipment, Customer shall (i) pay to MORSE a restocking fee equal to 10% of the Purchase
Price, and (ii) pay to MORSE upon demand all shipping costs and other charges associated with
the return of the Equipment to MORSE.
(2) In the event Customer defaults in any of its payment obligations hereunder, or
otherwise breaches the terms of this Agreement, and such default or breach has not been cured
after ten (10) days written notice thereof to Customer, MORSE shall have the right to terminate
this Agreement and to pursue any and all remedies available to it at law or in equity.
12. Assignment; Binding Effect Customer may not assign its rights under this
Agreement without the prior written approval of MORSE. MORSE may not assign or pledge
any of its rights or delegate any of its obligations under this Agreement without the prior
approval of Customer. This Agreement shall be binding upon, and shall inure to the benefit of,
the successors or permitted assigns of the patties hereto.
13. Notices Until MORSE or Customer notifies each other of any new address, all notices,
requests and other communications hereunder shall be in writing and delivered personally or sent
by prepaid registered or certified mail, return receipt requested, to the address identified herein.
14. Law, Jurisdiction and Venue Customer consents, agrees and stipulates that this
Agreement shall be deemed fully executed and performed in the State of Florida, shall be
governed by and construed in accordance with the laws thereof, and in any action, proceeding or
appeal on any matter related to or arising out of this Agreement, Customer and MORSE SHALL
BE SUBJECT TO THE PERSONAL JURISDICTION OF ALL FEDERAL AND STATE
COURTS SITTING IN THE STATE OF FLORIDA, AND SHALL ACCEPT VENUE IN ANY
SUCH COURT IN THE 16 JUDICIAL CIRCUIT IN AND FOR MONROE COUNTY. IN
ANY DISPUTE RELATED TO OR ARISING UNDER THIS AGREEMENT, THE
PREVAILING PARTY SHALL BE ENTITLED TO REVOVER ITS ATTORNEY FEES AND
COSTS.
15. Severability Any terms or provisions of this Agreement which shall prove to be
invalid, void or illegal shall in no way impair or invalidate any other term or provision hereof,
and such remaining terms and provisions shall remain in full force and effect.
16. Term This Agreement shall become effective upon its execution by both parties and
shall continue in force for successive terms of one (1) year each unless terminated by either party
by thirty (30) days' prior written notice to the other.
17. Space and Environment Requirements. To accommodate the System, Customer shall at
all times maintain the following conditions in the room(s) in which the System is installed: (a) a
clean environment with sufficient floor and /or wall space to accommodate the System and to
provide adequate ventilation; (b) ambient temperature within a range from fifty degrees to
eighty degrees Fahrenheit (50'— 80° F); (c) relative humidity within a range from twenty percent
to sixty -five percent (20% - 65 %) (non- condensing); (d) sufficient power outlet(s) providing
one hundred fifteen (115) volts AC (each outlet must be on a dedicated circuit breaker with
isolated ground and each circuit must be isolated from all other electrical devices).
18. Service Obligations.
The following section 18 is applicable to requests for maintenance or other service
requests and agreement.
(a) MORSE shall address any technical or operational defects or malfunctions in the System
either by remote diagnostics or by the onsite presence of MORSE's service representative, who
shall respond to the defect or malfunction after being notified of the same by Customer or its
authorized employee, and restore the System to a normal state of operational efficiency. In
carrying out its service and maintenance obligations hereunder, MORSE may install or replace
any components or parts that MORSE deems either necessary or desirable for the effective
operation of the System, at no additional charge to the Customer while the "System" is under
warranty or subsequent maintenance agreements. Any part or component installed by MORSE
shall be new or like new and shall be covered by this Agreement in the same manner, and subject
to the same limitations herein, as apply to the System.
In the event that the subject equipment is deemed "Manufacturer Discontinued ", "Manufacturer
End of Life" or "Manufacturer non - supported ", Morse will be provide a best effort service level
with no guarantee of parts or software availability. In the event that the failure is due to a non -
supported, discontinued or end of life component, the customer will be responsible to purchase
the replacement component.
In the event that the defect or malfunction is deemed by Morse to be caused by neglect, abuse,
Acts of God including lightning and /or power surge, the Customer will be responsible for the
cost of parts and Morse's then current labor rates to repair the condition.
(i) Emergency Remote service shall be available twenty-four (24) hours a day, seven (7) days a
week if this option is chosen.
(ii) Non - emergency maintenance service shall be provided during MORSE's normal working
hours, which shall be that period of each day from 8:00 a.m. to 5:00 p.m. local time Monday
through Friday, exclusive of holidays. It is agreed that MORSE shall respond to Customer's
request for non - emergency service by dispatching MORSE's service representative not later than
the end of MORSE's next business day. Should Customer request non- emergency service be
performed outside of MORSE's normal working hours, Customer shall pay MORSE on a per -
call basis, at MORSE's then effective overtime rates.
(iii) Emergency maintenance service shall be provided twenty -four (24) hours a day, seven (7)
days a week if this option has been chosen. IN THE EVENT THAT A MAJOR FAILURE IN
THE SYSTEM OCCURS, necessitating emergency maintenance assistance from MORSE either
during or outside MORSE's normal working hours, it is agreed that MORSE shall respond to the
emergency remotely within one (1) hour or if necessary by dispatching MORSE's service
representative within four (4) hours from the time it is notified of the same and MORSE shall
thereafter exercise its best efforts to cure the same. IN NOTIFYING MORSE, CUSTOMER
MUST CLEARLY COMMUNICATE TO MORSE THE EMERGENCY NATURE OF THE
PROBLEM AS A CONDITION PRECEDENT TO MORSE'S OBJECTIVE TO RESPOND
WITHIN THE TIME FRAMES INDICATED ABOVE. As used herein, a "Major Failure" is
defined as a System failure resulting in the Customer's inability to receive fifteen percent (15 %)
of all incoming calls or affecting 15% of the "System "' functionality, to make fifteen percent
(15%) of all outgoing calls, to make fifteen percent (15 %) of every station -to- station call, or to
use the attendant consoles.
(b) MORSE may from time to time, upon Customer request, furnish moves, additions, changes,
software upgrades and /or System modifications separately contracted for at MORSE's then
generally effective rate. IT SHALL BE THE RESPONSIBILTY OF CUSTOMER TO VERIFY
THE ACCURACY AND THE OPERATION OF ANY SOFTWARE UPGRADE, SYSTEM
MODIFICATION, ENHANCEMENT OR CHANGE WITHIN FIVE (5) DAYS OF ANY
SUCH UPDATE, UPGRADE, ENHANCEMENT OR CHANGE, AND TO NOTIFY MORSE
WITHIN A REASONABLE TIME OF ANY ERROR, OMISSION, INACCURACY OR
INCONSISTENCY THEREIN. MORSE shall, within twenty -four (24) hours of such
notification, commence corrective action to remedy any such error, omission, inaccuracy or
inconsistency.
19. No Hire Clause. Buyer and Seller agree that during the period that this agreement is in
force, including extensions or modifications thereto, and for an additional 12 months following
this period, neither Buyer nor the Seller will actively recruit, or solicit permanent employees of
either company, or the employees of any of the other Subcontractors; who are on active payroll
status and are currently participating in this Program, without the prior written approval of the
party whose employee is being considered for employment. This does not prohibit any employee
from responding to or pursuing employment opportunities through normal media channels, i.e.
newspapers, professional journals, etc. so long as it is not an attempt to avoid the intent of the
above restriction
20. Public Records Compliance. Contractor must comply with Florida public records
laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the
Constitution of Florida. The County and Contractor shall allow and permit reasonable access to,
and inspection of, all documents, records, papers, letters or other "public record" materials in its
possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and
made or received by the County and Contractor in conjunction with this contract and related to
contract performance. The County shall have the right to unilaterally cancel this contract upon
violation of this provision by the Contractor. Failure of the Contractor to abide by the terms of
this provision shall be deemed a material breach of this contract and the County may enforce the
terms of this provision in the form of a court proceeding and shall, as a prevailing party, be
entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This
provision shall survive any termination or expiration of the contract.
The Contractor is encouraged to consult with its advisors about Florida Public Records Law
in order to comply with this provision.
Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the Contractor is
required to:
(1) Keep and maintain public records that would be required by the County to perform the
service.
(2) Upon receipt from the County's custodian of records, provide the County with a copy
of the requested records or allow the records to be inspected or copied within a reasonable time
at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law.
(3) Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law for the duration of
the contract term and following completion of the contract if the contractor does not transfer the
records to the County.
(4) Upon completion of the contract, transfer, at no cost, to the County all public records in
possession of the Contractor or keep and maintain public records that would be required by the
County to perform the service. If the Contractor transfers all public records to the County upon
completion of the contract, the Contractor shall destroy any duplicate public records that are
exempt or confidential and exempt from public records disclosure requirements. If the
Contractor keeps and maintains public records upon completion of the contract, the Contractor
shall meet all applicable requirements for retaining public records. All records stored
electronically must be provided to the County, upon request from the County's custodian of
records, in a format that is compatible with the information technology systems of the County.
(5) A request to inspect or copy public records relating to a County contract must be made
directly to the County, but if the County does not possess the requested records, the County shall
immediately notify the Contractor of the request, and the Contractor must provide the records to
the County or allow the records to be inspected or copied within a reasonable time.
If the Contractor does not comply with the County's request for records, the County shall
enforce the public records contract provisions in accordance with the contract, notwithstanding
the County's option and right to unilaterally cancel this contract upon violation of this provision
by the Contractor. A Contractor who fails to provide the public records to the County or pursuant
to a valid public records request within a reasonable time may be subject to penalties under
section 119.10, Florida Statutes.
The Contractor shall not transfer custody, release, alter, destroy or otherwise dispose of any
public records unless or otherwise provided in this provision or as otherwise provided by law.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING
TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC
RECORDS, BRIAN BRADLEY AT PHONE# 305 - 292 -3470 BRADLEY -
BRIAN(a),MONROECOUNTY- FL.GOV, MONROE COUNTY
ATTORNEY'S OFFICE 1111 12 T11 Street, SUITE 408, KEY WEST, FL
33040.
21. PUBLIC ENTITIES CRIMES
A person or affiliate who has been placed on the convicted vendor list following a conviction for
public entity crime may not submit a bid on contracts to provide any goods or services to a
public entity, may not submit a bid on a contract with a public entity for the construction or
repair of a public building or public work, may not submit bids on leases of real property to
public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or
consultant under a contract with any public entity, and may not transact business with any public
entity in excess of the threshold amount provided in Section 287.017 of the Florida Statutes, for
CATEGORY TWO for a period of 36 months from the date of being placed on the convicted
vendor list.
By signing this Agreement, CONSULTANT represents that the execution of this Agreement will
not violate the Public Entity Crimes Act (Section 287.133, Florida Statutes). Violation of this
section shall result in termination of this Agreement and recovery of all monies paid hereto, and
may result in debarment from COUNTY's competitive procurement activities.
In addition to the foregoing, CONSULTANT further represents that there has been no
determination, based on an audit, that it or any subconsultant has committed an act defined by
Section 287.133, Florida Statutes, as a "public entity crime" and that it has not been formally
charged with committing an act defined as a "public entity crime" regardless of the amount of
money involved or whether CONUSULTANT has been placed on the convicted vendor list.
CONSULTANT will promptly notify the COUNTY if it or any subcontractor or
subconsultant is formally charged with an act defined as a "public entity crime" or has
been placed on the convicted vendor list.
22. MAINTENANCE OF RECORDS
CONSULTANT shall maintain all books, records, and documents directly pertinent to
performance under this Agreement in accordance with generally accepted accounting principles
consistently applied. Records shall be retained for a period of five years from the termination of
this agreement. Each party to this Agreement or its authorized representatives shall have
reasonable and timely access to such records of each other party to this Agreement for public
records purposes during the term of the Agreement and for four years following the termination
of this Agreement. If an auditor employed by the COUNTY or Clerk determines that monies
paid to CONSULTANT pursuant to this Agreement were spent for purposes not authorized by
this Agreement, or were wrongfully retained by the CONSULTANT, the CONSULTANT shall
repay the monies together with interest calculated pursuant to Sec. 55.03, of the Florida Statutes,
running from the date the monies were paid by the COUNTY.
23. NONDISCRIMINATION
CONSULTANT and COUNTY agree that there will be no discrimination against any person,
and it is expressly understood that upon a determination by a court of competent jurisdiction that
discrimination has occurred, this Agreement automatically terminates without any further action
on the part of any party, effective the date of the court order. CONSULTANT or COUNTY
agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable,
relating to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil
Rights Act of 1964 (PL 88 -352) which prohibits discrimination on the basis of race, color or
national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-
1683, and 1685- 1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the
Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the
basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101 -6107)
which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act
of 1972 (PL 92 -255), as amended, relating to nondiscrimination on the basis of drug abuse; 6)
The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation
Act of 1970 (PL 91 -616), as amended, relating to nondiscrimination on the basis of alcohol
abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss.
690dd -3 and 290ee -3), as amended, relating to confidentiality of alcohol and drug abuse patient
records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to
nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities
Act of 1990 (42 USC s. 1201 Note), as may be amended from time to time, relating to
nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 13, Article V1,
which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry,
sexual orientation, gender identity or expression, familial status or age; 1 1) Any other
nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or
the subject matter of, this Agreement.
24. CODE OF ETHICS
COUNTY agrees that officers and employees of the COUNTY recognize and will be required to
comply with the standards of conduct for public officers and employees as delineated in Section
112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing
business with one's agency; unauthorized compensation; misuse of public position, conflicting
employment or contractual relationship, and disclosure or use of certain information.
25. NON - WAIVER OF IMMUNITY
Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation -of the
CONSULTANT and the COUNTY in this Agreement and the acquisition of any commercial
liability insurance coverage, self - insurance coverage, or local government liability insurance
pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor
shall any contract entered into by the COUNTY be required to contain any provision for waiver.
26. NO PERSONAL LIABILITY
No covenant or agreement contained herein shall be deemed to be a covenant or agreement of
any member, officer, agent or employee of Monroe County in his or her individual capacity, and
no member, officer, agent or employee of Monroe County shall be liable personally on this
Agreement or be subject to any personal liability or accountability by reason of the execution of
this Agreement.
Entire Agreement This Agreement constitutes the entire agreement between MORSE and
Customer, and supersedes all other agreements or understandings, oral or written, with
respect to the subject matter hereof. If Customer issues a purchase order for any service to
be provided hereunder, Customer agrees that only the terms and conditions of this
Agreement apply and agrees to refer to this Agreement as the governing document on the
face of such purchase order. Conflicting terms on a Customer's purchase order or similar
customer document used to order a System or portions thereof are null and void. This
Agreement shall not be amended, altered or changed except by a written agreement signed
by both of the parties.
Monroe County Proposal
Prepared for: Monroe County Florida
Prepared by: Manne Strand & Nathan Bouwsma
October 30, 2017
Proposal number: 400 -842
Schedule "A"
This quote is based on the Mitel WSCA -NASPO contract #AR623
WSCA -NASPO contract #AR623 FLORIDA PARTICIPATING ADDENDUM NO. 43220000 - WSCA -I4 -ACS must be
referenced on any PO resulting from this quote.
Page 1 of 33
Page 2 of 33
Alan MacEachern
First I want to thank you again for allowing Mitel to work with our Gold Partner Morse Communications to provide a
proposal for a new communications platform for Monroe County. As we submit the response with Morse
Communications, I want to assure you of our commitment to the success of this project. It is with this in mind that we
have leveraged the full resources of Mitel to ensure a complete and accurate proposal through Morse Communications.
Morse Communications project manager will carefully define the project plan leveraging the scope of the project as
mutually agreed upon. Morse Communications professional services team stands ready to ensure a successful
implementation through avoiding common pitfalls and providing project predictability and reliability. Our team(s)
understand what it takes to overcome technology challenges and ensure an efficient implementation. Utilizing our joint
services from a partner and manufacturer with proven implementation methodology allows for peace of mind for you and
your staff. Additionally, Mitel is offering the Monroe County manufacturer administrative training at our Mitel University
through Morse Communications. We will provide two seats in our administration class at no additional cost to the
Monroe County.
Mitel and Morse Communications have endeavored to make this transition as smooth as possible. Morse's local presence
in South Florida will ensure that Monroe County will receive the optimal value of your new communication platform.
Mitel will continue to support both Morse Communications and the Monroe County in understanding the newly acquired
technology and how it will best be utilized in your current environment while working with you to see additional value in
technology for years to come. I wanted to highlight some of what you can expect from the Mitel solution.
• Fully Resilient Hybrid Cloud architecture enabling a full business continuity plan
• Local survivability clusters within the County
• Easy to use collaboration tools to enhance user productivity
Again, we thank you for the opportunity to work with you as you evaluate the best solution for Monroe County. It is with
much confidence that we, both Mitel and Morse Communications bring this solution to you.
Sincerely,
Manne Strand
Page 3 of 33
COMPANY NAME
MORSE OVERVIEW
Morse Communications is offering the following solution, providing a Mitel Hybrid Cloud solution installation to fulfill
requested specifications. Bringing unprecedented flexibility in deployment, migration and scale, our solution is ideal for
Monroe County's current needs as well as anticipated growth.
Morse Communications, Inc., a Woman Owned Business Entity (WBE), is a 20+ year old technology solutions' company
headquartered in Melbourne, Florida. Morse was founded in 1994 by Mike and Annette Costello primarily as a cable
infrastructure company. As the company grew, it expanded into communications technologies including: voice
technologies, data networking technologies, peripheral application technologies, and security. As the company grew, its
customer base required Morse to expand into other regions of the United States. The company now has offices in Florida,
Georgia, Virginia, Illinois, and Texas and provides services to companies on a national level through its direct virtual
•
•
` Morse Clients • •
office network and a network of partners.
Morse has now expanded into other regions of the United States. The company now has offices in Florida, Georgia,
Virginia, Illinois and services companies on a national level through its direct virtual office network and a network of
partners. Morse has over 75 employees.
(3Q Mite[ �areocnor:� •• n Tb4e_ EMC W Tintn �BuLL Ymwa e 4 redhat. m Microsoft
�• • • •
Morse Locabons • . y
With all of the expansion of product line offerings and national expansion, Morse has maintained its core values of
integrity, expertise and total customer satisfaction focus. Also, the company's financial performance has remained very
strong and growing. This strong financial performance gives our customers a sense of security in knowing that we will be
there to service and support the solutions we provide for years to come.
Morse Communications has a strong heritage of service, both personally and professionally. This is translated to our
customers through a commitment to excellence. Morse has gained the highest levels of certification within Mitel.
Morse Communications in partnership with Mitel has designed and proposes a powerful, yet cost effective solution. Our
solution meets and exceeds your requirements as it is standards based and "future- proof' in design. Please take the time to
review the unique offerings and services Morse Communications can provide Monroe County.
ov Motel
gold
partner
Page 5 of 33
MITEL
A global leader in business communications, Mitel (NASDAQ: MITL) (TSX: MNW) helps companies connect to,
collaborate with and care for their customers anywhere, at any time, and over any device.
With the industry's broadest portfolio of business phone systems and collaboration and contact center solutions, Mitel is
trusted by more than 60 million customers around the world including Coca Cola, Make -a -Wish Foundation, Louvre -Lens
Museum (France), Philadelphia Phillies, and the Rock and Roll Hall of Fame. Today its more than 2,500 partners choose
Mitel's applications and mobility options to build solutions that optimize businesses and make companies more
Get t4 know Mitel
The experts in business communications
Ir1� 'O r'• �
4G+ years in Serving 104+ countrms We power more than 2 60 million end use
communication across the world billion business depend on us every dayP
technology connections a day
productive.
Strong & Thriving
In a marketplace that has been unstable in recent years, Mitel has built a track record of successful business integrations
and strong cash flow generation. Outperforming expectations, it brought in $1.2 billion in annual revenue in 2015. Its
annual EBITDA was $164 million and it is currently holding onto more than $110 million in cash balance.
A strong contributor to Mitel's financial health is its thriving growth. Along with maintaining the #1 market share position
for PBX/1P PBX in Europe, Mitel continues to gain global market share. It now has more than 1 million cloud seats
installed (a number that keeps climbing) and powers 2 billion mobile subscribers daily. For this reason, Mitel is
recognized as the industry's fastest - growing cloud business.
Page 6 of 33
Longstanding Leader
Mitel's ability to remain relevant and current today is due to its time- tested wealth of experience gleaned from over 43
years of successful deployments, from small companies to large enterprises in every sector. Mitel's approach is forward -
thinking. It has maintained that the future of communications is no longer about a single technology, but rather about
incorporating a kaleidoscope of elements into your infrastructure —and every company will need a different combination.
Only Company in 5 Gartner MQs for Business Communications
A L eader A Leader A Leader A Visionary
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A Challenger
y � P
"i
Magic Quaa;ant for Magic Quadrant tar Magic Quadrant for Magic Quadrant lbr Magic Quad rant Im
Carp —W TetWWM Unified Coiramrtrataonc UC Ax Mtdsue EDAMP t5ea UrMed Comnuni.~fi Can=t enter
as a Service Intl oucti ire
(We already see this in concepts like unified communications and federation.)
Ecosystem Approach
Knowing this, Mitel has brought into its fold a host of specialists and expert solutions through the acquisitions of
PrairieFyre (contact center), Oaisys (call recording), Mavenir (VoLTE), and TigerTMS (hospitality). As a result Mitel can
provide its customers today with the combined expertise and esteemed technologies from every facet of business
communications —all from a single vendor.
Since 2013, Mitel has invested $1 billion in this ecosystem approach. And it continues to keep its eye on the contact center
and cloud markets, looking for new opportunities to grow and provide its customers with premium solutions. Its strategy is
earning industry accolades; for the second consecutive year, Mitel was recognized by Gartner as a Leader in its Magic
Quadrant for Unified Communications, and in 2015 Mitel was named a Leader in three separate categories: Corporate
Telephony (October 2015), UC for large enterprises (August 2015), and UC for Midsize Enterprises (May 2015). Mitel is
Page 7 of 33
the only vendor today to appear in all five Gartner Magic Quadrants for business communications. In addition, Mitel was
awarded two separate times for product leadership by Frost & Sullivan.
The Solutions You Need
Mitel's innovative solutions help customers keep up with leading technology trends including bring -your- own - device
(BYOD), cloud- enablement, and multi - channel communication. Although Mitel designs for the future, its solutions create
a foundation for today that is both scalable and upgradable for tomorrow. While Mitel is an innovative company,
technology does not dictate its decisions; rather, its solutions are designed based on customer business objectives and
challenges.
Communications Systems. Reliable, flexible, and scalable, Mitel's communications systems offer market - leading choice,
with options from remote office to multinational enterprise.
Unified Communications & Collaboration. Presence - enabled business communications and collaboration capabilities
extend teamwork beyond office boundaries with efficient access to information and people. Mitel users gain desktop and
mobile device capabilities such as audio and web conferencing, presence, video (point -to -point and multipoint), and
messaging.
Mobility. Mitel offers solutions for personal, campus, or enterprise mobility. The mobile -first design of its UC solution
ensures mobile users gain the same high functionality as at the office. And with one of the broadest mobile device
portfolios in the industry, Mitel users have ultimate choice and flexibility.
Unified Messaging. From basic voice mail to advanced unified messaging, Mitel messaging solutions increase personal
productivity, improve accessibility, and protect infrastructure investment.
Remote Working. Mitel's plug- and -work solution, using a full range of desktop or soft phones, allows businesses to offer
remote and mobile users the ability to work comfortably, effectively and securely.
Contact Center. Designed with customer acquisition and retention in mind, Mitel's contact center solutions allow the
effective and efficient management of contact centers for both small and large applications. Mitel contact centers
ultimately reduce costs, intelligently service contacts across multiple channels, and let agents focus on interactions.
Business Telephones. Mitel's phones are designed for the individual user and provide essential business collaboration
tools with presence integration. Available in multi -button configurations or with intuitive graphical interfaces, Mitel
phones can be tailored to suit both standard and specialty applications, including terminals for attendants, contact center
agents, and command - and - control applications.
Page 8 of 33
Professional & Managed Services. With a broad choice of services, Mitel experts can be your champions in every stage of
implementation and on through the life of your solution.
Page 9 of 33
UCC V4 BUNDLE LICENSING
UCC Entry User License includes: (QTY - 1323)
• MiVoice Business Multi- device license, which extends Single Number Service reach so one user can access up to 8
devices with one license.
• Single Number Reach — which enables a user to answer an incoming call at their desktop phone or on a mobile phone.
• The call will ring on both devices.
• The desktop phone may be a standard IP phone, or a softphone.
Call handoff between mobile phone and deskphone, or between mobile phone and MiCollab Client.
• Single identity calling.
• Calls placed from a Mobile (or other associated device) are routed through the PBX; the user's business identity is
presented to the called party.
• This feature requires either PBX- specific configuration to enable routing of calls from the user's mobile number to be
rerouted through the PBX, or use of MiCollab (Advanced) desktop client.
• Voice mail box with Standard Unified Messaging or Advanced Unified Messaging.
• Basic MiCollab Desktop and Web client, with IM (Instant Messaging) and IMITelephony Presence.
UCC Standard User License includes: (QTY - 100)
• Entry User Licensing items plus...
• MiCollab client (UC Advanced) PC —based deskphone client and softphone client, with video calling, and advanced
features.
• Advanced IM & Presence.
• Remote teleworking.
• Mobile UC client with the ability to have the softphone license on either the Mobile or desktop PC client.
• MiVoice integration with Google Chrome.
• MiCollab Audio, Video, and Web conferencing (formerly MCA) for one user, including HD Codec support. This gives
the user the ability to initiate and manage MiCollab Audio, Web and Video conferences.
Page 10 of 33
UCC Premium User License, which provides all capabilities in UCC Standard User
License, and seamless mobile voice capability: (QTY - 50)
• Standard User License items plus...
• Call handoff between mobile phone and deskphone, or between mobile phone and MiCollab client.
• Voice calling on WiFi or 4G networks, with call handover between Wi -Fi and Cell on a dual — mode smartphone.
• Remote call control and remote desktop from a mobile device via a mobile client and softphone.
• Audio, Web and Video collaboration on a mobile device.
• MiCollab mobile softphone.
Page 11 of 33
IP DEVICES
*Customer Provided POE Switches Ancillary Equipment
25 IP Dect Headset & Handset Bundle
Page 12 of' 3
CONFERENCE DEVICES
Mitel MiVoice Conference Unit Mitel
MiVoice Conference Unit Audio Only and In 15
Room Collaboration
*Includes GB Rated Power Adapter
At its heart, the MiVoice Conference Unit is an audio conferencing device that is designed to provide users with an
immersive, exceptional audio conference experience. Through use of Mitel's patented Beamforming technology, the
unit's 16 microphones focus only on the individual speaking, while virtually eliminating all ambient room noise and side
conversations. This, combined with high- definition audio support (22kHz wideband audio), allows the MiVoice
Conference Unit to deliver a superior communications environment with seamless
360 - degree sound pickup and crisp voice quality that makes conference calls seem as natural as being in the same
room.
• Exceptional Audio Conference experience
• Using the MiVoice Conference Unit to select a file from a cloud based service (such as Dropbox or
• Google® DocsT" )
• Linking to their desktop
• Inserting a memory stick directly into the unit
• Sharing materials from a personal mobile device, such as a tablet, by accessing a web collaboration service from the
MiVoice Conference Unit's web browser and the mobile device
Page 13 of 33
MITEL MIC OLLAB
UC clients for desktop, mobile devices and web
• Rich, real -time presence information
• Dynamic call routing
• Collaborative experience with desktop & document sharing
• Secure Instant Messaging (IM) with file transfer
4? q 'V4GF E NZ & Pp` �" Audio, Video & Web Conferencing
A single access point for all your business communication and collaboration needs, MiCollab Client enables real -time
access to collaboration capabilities by everyone in your organization, regardless of location or device.
PRESENCE
now whether people you want to contact are on the phone, away from their desk or available for a video call, instant chat
or other collaboration session.
SOFTPHONE
workers enjoy the same intuitive communications management they would experience in the office from a remote PC or
laptop with an embedded software -based IP phone.
MOBILITY
installed as a client on supported B1ackBerry®, AndroidTm and iOS® devices, key collaboration features are extended
to mobile users of all kinds.
WEB ACCESS
get access to key collaboration features from remote locations using any computer or Webenabled mobile device.
Page 14 of 33
POINT -TO -POINT VIDEO COLLABORATION
place a video call with the click of a button, whether for a scheduled collaboration session or an impromptu
brainstorm.
ATTENDANT CONSOLE
offers rich presence information for multitasking attendants, receptionists and administrators.
INTEGRATION WITH BUSINESS APPLICATIONS
enhance your other communications and productivity tools, such as Outlook, Microsoft Office, and Google.
Mitel MiCollab solution would enable all Monroe County staff, regardless of their location, to collaborate and
communicate seamlessly. Mitel MiCollab blends all the elements together onto a dashboard window console with other
favorite applications including contact management, presence and availability, and secure instant messaging.
Call Messaging Collaboration
Call with info E -mail Dynamic Status
Presence Chat
Proposal Includes:
1323 Entry User
100 Standard User
50 Premium User
40 Audio and Web Conferencing Ports
Page 15 of 33
MITEL UNIVERSITY TRAINING
The price below includes complete installation / programming / training of the telephone systems and
voicemail systems on customer's existing cable. If additional cable is required, prices will be quoted separately and will
include all labor and materials. Installation includes any and all necessary afterhours installation.
MITEL ADMIN TRAINING MITEL UNIVERSITY
MiVoice Business Moves, Adds, and Changes Self Study
This interactive, web based self study course is intended for those customer administrators who will only perform basic
day -to -day administration tasks such as adds /moves /changes, and database backups. — (6) six hours
• The three programming tools
• Desktop, Group,and System Administration Tools
• IP Phones and Managing Extensions
• Programming Feature Keys
• Managing Groups (Hunt Groups, Pickup Groups, Page Groups)
• Voice Mail including Auto Attendant
• Managing System Options
• Change the date and time
• Add System Speed Call numbers
• Perform a Database Backup
• Setting up Call Rerouting
• MiVoice Business System Administration
This course is intended for those administrators who will only perform basic day -to -day administration tasks such as
adds /moves /changes, and database backups. — (2) two days
• Database Backup and Restore -User and Services Configuration
• Controlling Phone Features with Classes of Service
• Group Programming
• Hot Desking
• Call Handling
Page 16 of' 3
• Speed Calls
• Account Codes
*Enrollment only, does not include travel and accommodations to Mitel Training Center.
PROPOSED TOPOLOGY
----------------
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PROPOSED PSTN TOPOLOGY
i
Page 18 of' 3
PRICING
Mitel Hardware and Software
This quote is based on the Mitel WSCA -NASPO contract #AR623 and Purchase Orders resulting from this quote should be written to Mitel Business
Systems, Inc. directly per the ordering instructions below.
WSCA -NASPO contract #AR623 FLORIDA PARTICIPATING ADDENDUM NO. 43220000 - WSCA -I4 -ACS must be referenced on any PO resulting from this
quote
This quote must be ordered before 12/28/2017 based on the additional Mitel discounts granted on this goute. Quote is good till 12/28/17 and must
renewed thereafter.
Quote Created
29 -Oct -2017 09:58:25 CET
Cust
Cust
Part No.
Description
Qty
List
Ext List
Disc
Price
Ext Price
Accessories
50006763
CORDLESS HANDSET WITH MODULE NA
25
150.00
3,750.00
38.00
93.00
2,325.00
51305332
Cordless Headset & Module Bundle NA DECT
25
325.00
8,125.00
38.00
201.50
5,037.50
Applications
54005748
MiVoice Business Virtual for Enterprise
1
1,495.00
1,495.00
38.00
926.90
926.90
Conf., Video Phones
MiVoice Conference Phone (aka UC360 Audio
50006580
variant)
15
1,195.00
17,925.00
38.00
740.90
11,113.50
IP Phones
50006769
69301P Phone
100
410.00
41,000.00
38.00
254.20
25,420.00
50006770
69401P Phone
50
550.00
27,500.00
38.00
341.00
17,050.00
50006767
6920 IP Phone (Backlit)
1,323
295.00
390,285.00
38.00
182.90
241.976.70
Licences System
54005330
Enterprise License Group
1
1,000.00
1,000.00
38.00
620.00
620.00
54005339
MiVoice Border Gateway Virtual
1
250.00
250.00
38.00
155.00
155.00
54005442
MiCollab Virtual Appliance
1
995.00
995.00
38.00
616.90
616.90
Licences
54000297
MCD Mailbox license
1
50.00
50.00
38.00
31.00
31.00
54004491
SIP Trunking Channel Proxy
99
50.00
4,950.00
38.00
31.00
3,069.00
54004975
MiVoice Bus License- Enterprise User
25
175.00
4,375.00
38.00
108.50
2,712.50
54004981
MiVoice Business License -App Connection
21
0.00
0.00
0.00
0.00
0.00
54005401
MiVoice Business SIP Trunks x50
2
4,000.00
8,000.00
38.00
2,480.00
4,960.00
54006539
UCCv4.0 Entry Userfor Enterprise x1
23
225.00
5,175.00
38.00
139.50
3,208.50
54006540
UCCv4 Entry User for Enterprise x50
26
9,350.00
243,100.00
38.00
5,797.00
150,722.00
54006543
UCCv4 STND Userfor Enterprise x50
3
13,800.00
41,400.00
38.00
8,556.00
25,668.00
54006696
MiCb Web /Aud MiVBus MXOne & 5000 Userxl
21
500.00
10,500.00
38.00
310.00
6,510.00
54006699
MiCb,MX -One & 5000 HD -Codec License
21
60.00
1,260.00
38.00
37.20
781.20
54008780
MiTeam Uplift- MiVB
50
82.00
4,100.00
38.00
50.84
2,542.00
Software Assurance
54009186
SWA Std 1y MiCollab System
1
100.00
100.00
38.00
62.00
62.00
54009190
SWA Std 1y MiCollab Audio Port
21
33.00
693.00
38.00
20.46
429.66
54009191
SWA Std 1y MiCollab WebPort
21
17.00
357.00
38.00
10.54
221.34
54009208
SWA Std 1y UCC Entry MiVB
1,323
11.00
14,553.00
38.00
6.82
9,022.86
54009209
SWA Std 1y UCC Std MiVB
150
21.00
3,150.00
38.00
13.02
1,953.00
54009220
SWA Std 1y MiVBus System
1
125.00
125.00
38.00
77.50
77.50
54009221
SWA Std 1y MiVBus DLM
1
0.00
0.00
0.00
0.00
0.00
Page 19 of 33
54009224
SWA Std 1y MiVBus User
25
10.00
250.00
38.00
6.20
155.00
54009229
SWA Std 1y MiV BG System
1
25.00
25.00
38.00
15.50
15.50
54009230
SWA Std 1y MiV BG SIP Connect
99
6.00
594.00
38.00
3.72
368.28
System
ASU II
2
700.00
50005731
24 port ONSp card
3
860.00
51016170
Live Content Suite (5320/30/40/60)
1
0.00
0.00
0.00
0.00
0.00
Total
3300 MXelll SATA SSD 2pk (Cntr- Server)
1
530.00
835,082.00
38.00
1
517,750.84
Total
Cust
Cust
St
Part No.
Description
Qty
List
Ext List
Disc
Price
Ext Price
Applications
54002701
MiVoice Business License - SINGLE LINE EXT
156
75.00
54005748
MiVoice Business Virtual for Enterprise
1
1,495.00
1,495.00
38.00
926.90
926.90
Licences System
SWA Std 1y MiVBus Analog Port
156
4.00
System
54005339
MiVoice Border Gateway Virtual
1
250.00
250.00
38.00
155.00
155.00
Licences
54000297
MCD Mailbox license
1
50.00
50.00
38.00
31.00
31.00
54004491
SIP Trunking Channel Proxy
1
50.00
50.00
38.00
31.00
31.00
54005401
MiVoice Business SIP Trunks x50
2
4,000.00
8,000.00
38.00
2,480.00
4,960.00
Software Assurance
54009220
SWA Std 1y MiVBus System
1
125.00
125.00
38.00
77.50
77.50
54009229
SWA Std ly MiV BG System
1
25.00
25.00
38.00
15.50
15.50
54009230
SWA Std 1y MiV BG SIP Connect
1
6.00
6.00
38.00
3.72
3.72
Total
10,001.00
38.00
6,200.62
Marathon 2798 Overseas Hwy
Cust
Cust
Part No.
Description
Qtv
List
Ext List
Disc
Price
Ext Price
Licences
54002701
MiVoice Business License - SINGLE LINE EXT
53
75.00
Software Assurance
54009220
SWA Std 1y MiVBus System
1
125.00
54009225
SWA Std 1y MiVBus Analog Port
53
4.00
System
50005084
MXe AC POWER SUPPLY
1
500.00
50005105
ASU II
2
700.00
50005731
24 port ONSp card
3
860.00
50006271
PWR CRD C13 10A 125V - NA Plug
4
25.00
50006431
MXe III Raid Sub - System
1
1,500.00
50006965
3300 MXelll SATA SSD 2pk (Cntr- Server)
1
530.00
52002545
3300 MXe Media Gateway
1
10,880.00
Total
K2y West 500 Whitehead
St
Part No.
Description
Qty
List
Licences
54002701
MiVoice Business License - SINGLE LINE EXT
156
75.00
Software Assurance
54009220
SWA Std 1y MiVBus System
1
125.00
54009225
SWA Std 1y MiVBus Analog Port
156
4.00
System
50005084
MXe AC POWER SUPPLY
1
500.00
50005105
ASU II
4
700.00
3,975.00 38.00 46.50 2,464.50
125.00 38.00 77.50 77.50
212.00 38.00 2.48 131.44
500.00
1,400.00
2,580.00
100.00
1,500.00
530.00
10,880.00
21,802.00
M R
Ext List
38.00
38.00
38.00
38.00
38.00
0.00
38.00
37.08
Cust
Disc
310.00 310.00
434.00 868.00
533.20 1,599.60
15.50 62.00
930.00 930.00
530.00 530.00 S
6,745.60 6,745.60
13,718.64
Cust
Price Ext Price
11,700.00 38.00 46.50 7,254.00
125.00 38.00 77.50 77.50
624.00 38.00 2.48 386.88
500.00 38.00 310.00 310.00
2,800.00 38.00 434.00 1,736.00
Page 20 of 33
50005731
24 port ONSp card
7
860.00
6,020.00
38.00
533.20
3,732.40
50006271
PWR CRD C13 10A 125V - NA Plug
6
25.00
150.00
38.00
15.50
93.00
50006431
MXe III Raid Sub - System
1
1,500.00
1,500.00
38.00
930.00
930.00
50006965
3300 MXelll SATA SSD 2pk (Cntr- Server)
1
530.00
530.00
0.00
530.00
530.00 S
52002545
3300 MXe Media Gateway
mor
1
10,880.00
10,880.00
38.00
6,745.60
6,745.60
Total
34,829.00
37.42
21,795.38
Key Largo 102050 Overseas H
Cust
Cust
Part No.
Description
Qty
List
Ext List
Disc
Price
Ext Price
Licences
54002701
MiVoice Business License - SINGLE LINE EXT
7
75.00
525.00
38.00
46.50
325.50
Software Assurance
54009220
SWA Std 1y MiVBus System
1
125.00
125.00
38.00
77.50
77.50
54009225
SWA Std 1y MiVBus Analog Port
7
4.00
28.00
38.00
2.48
17.36
System
50005084
MXe AC POWER SUPPLY
1
500.00
500.00
38.00
310.00
310.00
50005105
ASU II
1
700.00
700.00
38.00
434.00
434.00
50005731
24 port ONSp card
1
860.00
860.00
38.00
533.20
533.20
50006271
PWR CRD C13 10A 125V - NA Plug
3
25.00
75.00
38.00
15.50
46.50
50006431
MXe III Raid Sub - System
1
1,500.00
1,500.00
38.00
930.00
930.00
50006965
3300 MXelll SATA SSD 2pk (Cntr- Server)
1
530.00
530.00
0.00
530.00
530.00 S
52002545
3300 MXe Media Gateway
1
10,880.00
10,880.00
38.00
6,745.60
6,745.60
Total
15,723.00
36.72
9,949.66
Cust
Cust
Part No.
Description
Qty
List
Ext List
Disc
Price
Ext Price
Licences
54002701
MiVoice Business License - SINGLE LINE EXT
50
75.00
3,750.00
38.00
46.50
2,325.00
Software Assurance
54009220
SWA Std 1y MiVBus System
1
125.00
125.00
38.00
77.50
77.50
54009225
SWA Std 1y MiVBus Analog Port
50
4.00
200.00
38.00
2.48
124.00
System
50005084
MXe AC POWER SUPPLY
1
500.00
500.00
38.00
310.00
310.00
50005105
ASU II
2
700.00
1,400.00
38.00
434.00
868.00
50005731
24 port ONSp card
3
860.00
2,580.00
38.00
533.20
1,599.60
50006271
PWR CRD C13 10A 125V - NA Plug
4
25.00
100.00
38.00
15.50
62.00
50006431
MXe III Raid Sub - System
1
1,500.00
1,500.00
38.00
930.00
930.00
50006965
3300 MXelll SATA SSD 2pk (Cntr- Server)
1
530.00
530.00
0.00
530.00
530.00 S
52002545
3300 MXe Media Gateway
1
10,880.00
10,880.00
38.00
6,745.60
6,745.60
Total
21,565.00
37.07
13,571.70
Public Sector Competitive Discount
- 128,144.10
Grand Total
939,002.00
450,266.17
Page 21 of' 3
Purchase Order or Mitel Govt Credit Card Order Form can be faxed to 703 - 904 -0568
or emailed to USGovernment5ales @mitel.com
The PO should be made out to:
Mitel Business Systems, Inc.
1146 North Alma School Rd.
Mesa, AZ 85201
*PLEASE NOTE OUR SEPARATE REMIT TO ADDRESS *:
Mitel Business Systems, Inc.
PO Box 52688
Phoenix, AZ 85072 -2688
*PLEASE DO NOT SEND PAYMENT TO THE MESAADDRESS*
Please note the following order requirements:
* Prime WSCA -NASPO contract #AR623 must be referenced on the PO
* FLORIDA PARTICIPATING ADDENDUM NO. 43220000 - WSCA -I4 -ACS must be referenced on the PO
* Terms of Net /30
* A copy of the Mitel quote must accompany the order
* Shipping and billing instructions
* Requested delivery dates
AudioCodes Hardware
Description
Part Number
Qty Unit
Price
Total
AudioCodes MediaPack Series MP-
MP124 /16S /AC /SIP
4
$1,237.00
$4,948.00
124
VoIP gateway - 16 ports - 10Mb LAN,
100Mb LAN
AudioCodes - ACTS 9X5 Part
DVS -MP11X S4/YR
0
$217.00
$0.00
Number
—
AudioCodes - ACTS 24X7 Part
ACTS24X7 -MP11X S4/YR
0
$312.00
$0.00
Number
—
AudioCodes - AHR Part Number
AHR -MP11X S4/YR
0
$80.00
$0.00
Page 22 of 33
AudioCodes MediaPack Series MP_
MP124 /24S /AC /SIP
12
$1,529.00
$18,348.00
124
VoIP gateway - 24 ports - 10Mb LAN,
100Mb LAN
AudioCodes - ACTS 9X5 Part
DVS -MP11X S4/YR
0
$217.00
$0.00
Number
—
AudioCodes - ACTS 24X7 Part
ACTS24X7 -MP11X S4/YR
0
$312.00
$0.00
Number
—
AudioCodes - AHR Part Number
AHR -MP11X S4/YR
0
$80.00
$0.00
Total
$23,296.00
Implementation Costs
Implementation and all services $84,590.25
On -site physical systems installation $101,280.06
Set placement $4,337.96
Limited end user (or train- the - trainer) training $6,506.94
Project management $15,182.87
Total $211,898.08
Project Grand Total $685,460.25
Page 23 of' 3
MONTHLY RECURRING SERVICES
2 Cloud Managed IaaS-
$1500.00
$1250.00
$2,500.00
10 CPU, IOGB, 1.25TB
3 Gbps LAN -
MLB/PHX
100 SIP Call Paths
$10.00
$8.00
$800.00
1 SIP LD 50000 Minute
$750.00
$600.00
$600.00
Block
2,200 SIP DID
$0.50
$0.40
$880.00
1 SIP DID Bulk Port Cost
$150.00
$150.00
$150.00
20 SIP Enhanced 911
$3.00
$2.00
$40.00
20 SIP Directory
$20.00
$10.00
$200.00
Assistance and Listing
1 SIP Toll Free DID
$1.00
$1.00
$1.00
2 20Mb Direct Data
$890.00
$602.02
$1,204.04
Circuit from Level 3
Grand Total: $6,375.04
Page 24 of 33
Optional AD Global Catalog resource
1 Cloud Managed IaaS- 4 $600.00 $450.00 $450.00
CPU, 6GB, 1TB
1 ProSery -1X Fee - work $5,000.00 $5,000.00 $3,800.00
with county to set up
global catalog.
* Morse to provide all managed services within QTS for resources critical to this project, including local server hardware
for voice equipment within QTS. Above services quoted with 60 month term.
* Dedicated dual 20Mb data paths (total of 40Mb bandwidth) provisioned from Morse Phoenix, AZ and Melbourne, FL
to QTS Miami.
* Level 3 Nonrecurring installation costs of $1,000 will be applied at first invoice.
Page 25 of 33
NETWORK ASSESSMENT
Network Assessments — Recommended Best Practices for Monroe County.
MORSECOM will work with the Monroe County IT staff to ensure the Monroe County infrastructure is ready for real
time voice over their network. We have found that:
1. Voice Quality is the #1 issue for decreased customer satisfaction following installation.
2. MORSECOM provides Network Best Practices for configuring the network, however, we recommend testing the
network to confirm those configurations.
3. This is an opportunity for a proactive approach to informational snapshot of network usage and performance.
4. MORSECOM Cloud Services provides three network assessments for customers interested in testing their network.
Over 78% of the voice quality issues experienced on the first day of service are the result of LAN misconfigurations or
anomalies. These include spanning tree misconfigurations, printer blasts, and broken interfaces on switches or routers.
These can go unnoticed until real -time Voice over IP traffic is run over the network. The remaining 22% of voice quality
issues are the result of WAN (internet) traffic degradation. Common WAN issues include voice packet delays, loss and
jitter (packets not arriving in the order sent). MORSECOM offers three levels of network assessments that can be
purchased with MORSECOM Services: Basic, Benchmark, and Premium. For each test MORSECOM runs a call
simulator on the network before service cutover and presents the results and recommendations to the customer's network
IT administrators. Implementation of those recommendations will significantly improve the probability of receiving
crystal clear call quality.
Basic Network Assessment
Recommended for installations with 100 or less handsets, MORSECOM installs a tool to monitor the network prior to
installation of the MORSECOM Cloud Service. This service provides a complete view of the health, performance, and
status of every device and link within the network infrastructure and quickly identifies network bottlenecks. Based on the
utilization rate set, it displays the interfaces that are experiencing a higher utilization rate, including error rates and peak
daily utilization. It will also gather a number of "Top Tens" including the top ten interfaces with the most errors and the
top ten interfaces with the highest daily percentage of transmission.
Benchmark Network Assessment
Recommended for installations with 100 or more handsets, a remote MORSECOM Technician tests Quality of Service
(QoS) between the business site and the Data Center by shipping network assessment hardware to the customer site.
MORSECOM tests unmarked data traffic and marked traffic with a DSCP value of 46 for an agreed upon time period.
During that time, we stress test the network by maxing out the available bandwidth The test assures that voice traffic has
Page 26 of 33
priority over unmarked data traffic through the switch, router, and the carrier. Testing is performed outside of normal
business hours and within the defined service window.
Premium Network Assessment
Recommended for sites with over 250 seats, MORSECOM will send a technician on site to complete the Benchmark
assessment and present results to the network IT administrators.
MORSECOM will work with Monroe County on the right Assessment for each location. Each network assessment's
findings will be presented to Monroe County with recommendation prior to implementation.
SCOPE
Mitel and MORSECOM will provide services as described here -in.
Monroe County is requesting Mitel provide a quote for remote VoIP Network Assessments.
MORSECOM to provide Smart-hands at the locations below:
• MORSECOM will provide smart-hands for Mitel Advanced Services at end user location.
• MORSECOM Install OEM tester; provide on -site testing setup and monitoring as deemed necessary by Mitel Advanced
Services staff fulfilling obligations of this project.
Pre Assessment Checklist & Required Information.
• Network drawing including Mitel Equipment, Routers and Switches that will transport VOIP traffic
Switch and router configurations
Bandwidth of links between routers and switches
Bandwidth allocated for voice QoS on routers and carrier circuit
• Drawing indicating phone locations by building and/or floor. This information will assist in Mitel's recommendation of
VLAN configuration.
SNMP community strings for read access of switches and routers on network
Switch port at various test points in all areas configured for Voice and Data VLAN traffic
• Confirm switch ports are configured for Trust DSCP
Static Voice network IP address for the Fluke testers on each subnet
• Maintenance window that we can do intrusive testing 60 minutes — this is to be scheduled and may occur over several
evenings
• During Intrusive testing please disable any automated maintenance routines (back -ups, updates, reporting )
• Test equipment used onsite will be Fluke Optiview XG's — we will have 2 of these units onsite. They are proprietary
Fluke tablets running Windows 7 Professional 64 Bit.
Page 27 of 33
Planning
Planning will involve identifying critical links for VoIP traffic based upon current network drawings, router, and switch
configurations. The links and associated bandwidth will be identified. Each link identified will take approximately 30
minutes to test. Mitel will work with the partner /customer to coordinate a time for intrusive testing. Mitel uses a Fluke
Optiview XG on each end of the link to perform head to head testing. The test will consist of saturating bandwidth on this
link with test data. Once saturated Mitel will inject data tagged with DSCP 46 to simulate VoIP Traffic. Mitel will
examine the bandwidth percentage allotted for DSCP 46 (VoIP traffic). If QoS is deployed properly on the network, data
with the DSCP 46 value will take precedence over the saturated link. Mitel will confirm QoS is being honored
bidirectional. Mitel will review results and confirm throughput, jitter, latency, and frame loss are within specifications see
example report.
Assess Your Local Area Network
Mitel will assess your local area network design for fault tolerance, spanning tree, and QoS configuration as applicable.
Assess Your Wide Area Network
Mitel will assess WAN bandwidth between sites, and how much is required to support the anticipated number of voice
calls. Define the number of connections between sites and understand WAN throughput. The codec used will effect
bandwidth requirements of the network. The G711 provides toll voice quality and requires 100 kbits /s; G729 provides is
compressed voice down to 40 kbits /s per call bidirectional. IP telephony can be deployed over shared or dedicated WAN
circuits as well as over IP managed services. Dedicated WAN circuits will deliver the highest quality service. Managed IP
services are becoming a popular alternative to traditional dedicated circuits. Managed service providers offer IP
connectivity over a private backbone rather than over the public Internet. Managed Service provider may provide QoS
support through their network and is required by Mitel. Internet performance varies; you should not rely on the public
Internet to deliver an enterprise- quality voice service to remote users. Voice quality cannot be guaranteed over the
Internet.
Quality of Service on the Network & Recommended Settings
Your quality of service (QoS) policies should give voice traffic higher priority over other less sensitive traffic. This will
ensure conversations aren't interrupted by large data transfers. Layer 3 QoS, whether DiffServe or Type of Service (ToS),
is a system of identifying specific IP packets or traffic flows. Once identified, the traffic can be marked into groups and
can have QoS policies applied. IP telephony and IP videoconferencing need a high level of QoS for enterprise quality. The
type QoS policy implemented depends on the QoS supported on your routers and the IP telephony solution. QOS should
be set end -to -end. IP telephony equipment, including phones and switches, should support QoS. Note that Layer 2 QoS
(IEEE 802.1p) settings are lost when the router rebuilds the frame. Service providers are migrating to Multiprotocol Label
Switching (MPLS) for WAN links. MPLS may explicitly reserve the combination of paths and QoS ahead of the arrival of
any packets, and helps service providers
optimize the design of their network core and deliver reliable services.
Page 28 of 33
• Voice and data should be segregated using VLAN's
• Voice VLAN's should not be larger than a /24 subnet
• Layer 2 Priority — Mitel recommends a 802. 1p value of 6 (VLAN Priority)
• Layer 3 Priority — Mitel recommends a DSCP value of 46 (EF)
• CDP or LLDP is recommended at the switch level to assign appropriate ULAN
• QoS settings should be in place prior to network assessment
Perform a Network Assessment
Configure Fluke Optiview XG's for correct IP and VLAN for each location
• Install Fluke Optiview XG's at each location.
• Configure network parameters for 100% DSCP 46 data packets
• Configure network parameters for 110% non - prioritized data packets
• Perform network configuration test
• Perform network performance test
• Save reports of network results
Network Readiness Deliverables
The Network Assessment service provides a detailed network readiness report about an organization's network
environment and outlines the requirements for a successful IP telephony implementation. The Network Assessment has
three components:
Detailed assessment of the current environment.
• A comprehensive IP telephony readiness report that analyzes network performance utilization and capacity to support
IP telephony.
• Recommended corrective actions to get your network ready. Organizations are provided with a known- issues report as
well as short-term and long -term recommendations for network infrastructure.
Deliverables Review and Recommendations
• Mitel engineers are available via conference call for in depth review
• Follow up on any questions or future actions required
Page 29 of 33
CUSTOMER is seeking network assessments for the following locations:
Plantation Office:
88800 Overseas Highway Tavernier, FL 33070
Marathon Office:
2798 Overseas Highway, Suite 330 Marathon, FL 33050
Key Largo Office:
102050 Overseas Highway Key Largo, FL 33037
Key West Office:
500 Whitehead, Key West, FL 33040
Part No. Description Qty
Network Assessment
53000231 VOIP NETWORK ASSESSMENT I
(1st - Premium)
53000232 VOIP NETWORK ASSESSMENT 3
(2nd - Benchmark)
Total
Cust Price
$1,750.00
$1,000.00
Eat Price
1,750.00
$3,000.00
$4,750.00
Page 30 of 33
ANNUAL MAINTENANCE COSTS
All Sites with SWA
Notes
• Includes all parts and labor for switch only Mitel hardware, software and or telephone sets dependent upon choice of
plan. Customer to provide remote access. On -site response is dependent upon site location.
• Does not include applicable taxes and contingent upon site survey
• Does not include pre - existing issues
• Does not include failures due to: power surges, lightning, abuse or Acts of God
• Includes software release upgrades, excluding the labor to install the upgrade.
• Does not include customer requested moves, adds or changes
• Does not include any peripheral components such as application servers or OS, unless otherwise noted
• Payment terms are Annual in advance. PO and payment to: Julie Woods, email jwoods@morsecom.com or fax to
321- 255 -0198
8 -5_ no sets 8 -5_ with se 24 -7. nc
Monitored NOC*
No*
..............................
No
;.................................
No
; ................................
No
; ...................................... ;
Response SLA -Major
4hr
4hr
2hr
2hr
Response SLA -Minor
24hr
24hr
24hr
24hr
Response SLA -MAC
5 -day
5 -day
5 -day
5 -day
Phone Sets
No
Yes
No
Yes
Messaging
Yes
Yes
Yes
Yes
Switch HW-SW
Yes
Yes
Yes
Yes
*Requires one
time fee of
$3000
Page 31 of 33
UCHW -SW
SW Patches
Annual Check
Web ticket
Toll Free ticket
Annual Backup
...............................
No
, ............................................................................
No
No
...............................
No
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
TERMS AND CONDITIONS
1. Service Obligations
(a) MORSE shall address any technical or operational defects or malfunctions in the System either by remote diagnostics
or by the onsite presence of MORSE's service representative, who shall respond to the defect or malfunction after being
notified of the same by Customer or its authorized employee, and restore the System to a normal state of operational
efficiency. In carrying out its service and maintenance obligations hereunder, MORSE may install or replace any
components or parts that MORSE deems either necessary or desirable for the effective operation of the System, at no
additional charge to the Customer while the "System" is under warranty or subsequent maintenance agreements. Any part
or component installed by MORSE shall be new or like new and shall be covered by this Agreement in the same manner,
and subject to the same limitations herein, as apply to the System.
In the event that the subject equipment is deemed "Manufacturer Discontinued ", "Manufacturer End of Life" or
"Manufacturer non - supported ", Morse will be provide a best effort service level with no guarantee of parts or software
availability. In the event that the failure is due to a non - supported, discontinued or end of life component, the customer
will be responsible to purchase the replacement component.
In the event that the defect or malfunction is deemed by Morse to be caused by neglect, abuse, Acts of God including
lightning and/or power surge, the Customer will be responsible for the cost of parts and Morse's then current labor rates to
repair the condition.
(i) Emergency Remote service shall be available twenty -four (24) hours a day, seven (7) days a week if this option is
chosen.
(ii) Non - emergency maintenance service shall be provided during MORSE's normal working hours, which shall be that
period of each day from 8:00 a.m. to 5:00 p.m. local time Monday through Friday, exclusive of holidays. It is agreed that
MORSE shall respond to Customer's request for non - emergency service by dispatching MORSE's service representative
not later than the end of MORSE's next business day. Should Customer request non - emergency service be performed
Page 32 of 33
outside of MORSE's normal working hours, Customer shall pay MORSE on a per -call basis, at MORSE's then effective
overtime rates.
(iii) Emergency maintenance service shall be provided twenty -four (24) hours a day, seven (7) days a
week if this option has been chosen. IN THE EVENT THAT A MAJOR FAILURE IN THE SYSTEM OCCURS,
necessitating emergency maintenance assistance from MORSE either during or outside MORSE's normal
working hours, it is agreed that MORSE shall respond to the emergency remotely within four (4) hour or if necessary by
dispatching MORSE's service representative not later than four (4) hours from the time it is notified of the same and
MORSE shall thereafter exercise its best efforts to cure the same. IN NOTIFYING MORSE, CUSTOMER MUST
CLEARLY COMMUNICATE TO MORSE THE EMERGENCY NATURE OF THE PROBLEM AS A CONDITION
PRECEDENT TO MORSE'S OBJECTIVE TO RESPOND WITHIN THE TIME FRAMES INDICATED ABOVE. As
used herein, a "Major Failure" is defined as a System failure resulting in the Customer's inability to receive twenty
percent (20 %) of all incoming calls or affecting 20% of the "System "' functionality, to make twenty percent (20 1 /o) of all
outgoing calls, to make twenty percent (20 1 /o) of every station -to- station call, or to use the attendant consoles.
(b) MORSE may from time to time, upon Customer request, furnish moves, additions, changes, software upgrades and/or
System modifications separately contracted for at MORSE's then generally effective rate. IT SHALL BE THE
RESPONSIBILITY OF CUSTOMER TO VERIFY THE ACCURACY AND THE OPERATION OF ANY SOFTWARE
UPGRADE, SYSTEM MODIFICATION, ENHANCEMENT OR CHANGE WITHIN FIVE (5) DAYS OF ANY SUCH
UPDATE, UPGRADE, ENHANCEMENT OR CHANGE, AND TO NOTIFY MORSE WITHIN A REASONABLE
TIME OF ANY ERROR, OMISSION, INACCURACY OR INCONSISTENCY THEREIN. MORSE shall, within
twenty -four (24) hours of such notification, commence corrective action to remedy any such error, omission, inaccuracy or
inconsistency.
2. Payment Terms
MORSE hereby sells to Customer and Customer hereby purchases from MORSE the services identified in this quote. Any
terms and conditions of the quote will supersede any conflicting terms of these terms and conditions. Customer shall pay
the Purchase Price of the services in advance, together with all property (personal or intangible) taxes or special
assessments and all sales or use taxes which may be imposed upon Customer or MORSE (except taxes based on
MORSE's net income) as a result of the performance by the parties of this Agreement. The Payment shall be due no later
than the date of order. Payment of invoices shall be due within thirty (30) days from the invoice date. Delinquent
payments on any undisputed balance are subject to a late payment charge of the lower of one and a half percent (1.5 %)
per month, or portion thereof, or the maximum allowed, if lower than (1.5 1 /o), by the laws of the state where service is
performed.
Page 33 of 33