: Introduction - Dane County, Wisconsin

SCHEDULE B

PAYMENT SCHEDULE 50% Contract signing 35% Installation complete 15% System acceptance

SCHEDULE C

REQUIRED REPORTS

(Not applicable)

Statement of Work

For: Dane County

Version and Description Updated on: Updated by:

5.0 Audiolog PSAP Implementation

Schedule D

Table of Contents

Section 1: Introduction

Section 2: Executive Summary

Section 3: Environment

Section 4: Work Locations and Service Hours

Section 5: Project Milestones and Acknowledgement of Services

Section 6: Customer Responsibilities Overview

Section 7: Implementation Teams – Role Definitions

Section 8: Change Control Process

Attachment A: Change Control Form

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Section 1: Introduction This Statement of Work (SOW) outlines the technical solution, services, and deliverables for the implementation of the Verint software system within the Customer Environment. In the event of any conflict between the terms and conditions of this SOW and the Order, additional or conflicting terms in the Order shall control. All capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Agreement.

Project Name: Dane County

Recorder Logger System

Multi-site 911 PSAP recording

Account Executive: Scott Wosje

Sales Manager: Mary Ewers

Pre-Sales Engineer: Matthew Varner

Services Scoped By: Dave Hoekstra

SOW Prepared By: Scott Wosje

Date Prepared: 7-29-13

Section 2: Executive Summary Upon completion of the Services, Customer will have the following business solution implemented in the Customer Environment.

Verint Systems intends to deliver its Audiolog 911/ PSAP Call Center recording product

(version 5).

The recording system will interface with both existing and new telephony network and will

provide for full-time voice recording, and archiving (customer required to furnish NAS

storage (presented as a windows share) in sufficient size to meet their own needs).

This implementation will be performed for the following Customer Site(s):

1. City-County Building, Madison, WI

2. Verona Back-up Site, Verona, WI

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Section 3: Environment This SOW defines the implementation of the above described solution into the Customer’s technical

and telephony environment.

Solution Architecture details and diagrams are detailed in the Verint provided Solution Guide.

Harris P25

Centrex Telephones

Mitel IP Phones

Positron Lifeline 100

MS SQL

Section 4: Work Locations and Service Hours Work Locations:

Northland Business implementation activities typically involve a site visit by one or more members of the NBS Implementation Team, but portions of the services associated with this SOW may be conducted off-site as appropriate.

Normal Service Hours:

The fees associated with the Services described herein are based on Verint performing said Services with no more than eight (8) hours (“Work Day”) during Normal Business Hours on a

Business Day

“Normal Business Hours” is hereby defined as 8:00 a.m. to 5:00 p.m. local time

“Business Day” is hereby defined as a non-holiday Monday through Friday

Any Service that Customer requests to be delivered outside of Normal Business Hours on a Business Day is subject to a fifty percent (50%) premium.

Any Services that Customer requests to be delivered on a weekend or holiday recognized by Verint is subject to a one hundred percent (100%) premium.

Section 5: Project Milestones and Acknowledgement of Services

Each Service deliverable, task or milestone identified below will be deemed delivered when Customer has signed the applicable Confirmation of Services document (“COS”). The Customer will receive a

request to acknowledge that the services have been rendered in accordance with the SOW. Customer must accept or reject the requested acknowledgment of completion either by signature or by e-mail.

This section provides the details for the Services engagement including Milestones, Tasks, and Deliverables.

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Milestones, Tasks and Deliverables

Milestone: Implementation

Project Initiation

Description

This phase consists of the Project Kickoff, Planning and Design sessions.

During the Project Initiation, the Project Manager will meet with Customer’s technical and business

representatives to review and verify the components of the technical environment and service milestones for the project. The Project Manager will then determine the appropriate assignment of tasks.

The Project Manager will also arrange the appropriate design sessions to address best practices configurations and technical architecture and configuration requirements.

The Project Initiation and Design sessions will be scheduled with the Customer’s project team and the

appropriate Verint designated resources to discuss the following, as appropriate.

Configuration for the following:

Full-Time Recording, Interface to PBX’s.

Customer environment, architecture and technical design configurations for the following:

Customer Telephony and Network environment

Solution Design document (if applicable)

Call Scenario Test Plan with supported call flows (if applicable)

Customer’s network topology

System architecture and component sizing

Review the Customer’s recording requirements against Verint’ standard tagging events

and capture any non-standard specific requirements that need to be documented, reviewed and agreed upon. Based on such non standard requirements, additional professional services fees may be imposed.

Review Verint’ standard call flow scenarios and capture any additional call flow scenarios

specific to the Customer’s environment. Based on such non standard requirements, additional professional services fees may be imposed.

Update/complete and approve a Solution Design document (if applicable)

Deliverables

Pre-installation checklist

Site Preparation Guide

Site Readiness Checklist

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Project Milestones with Associated Tasks

Project Task Assignments

Project Schedule

Solution design document

Northland Business/Verint Responsibilities/Tasks

Review order details

Review Customer project expectations

Review training requirements

Review system architecture and sizing

Confirm Customer’s hardware delivery and installation

Discuss Site Readiness checklist with Customer

Define project milestones

Assign project tasks

Create and deliver project schedule

Provide Solutions Design document and Call Scenario Test Plan (if applicable)

Schedule Verint designated resources

Site Readiness

Description

The Northland Business designated Project Manager will perform a Readiness Assessment Audit after the Project Initiation and at least two (2) weeks prior to scheduled installation. If, at the conclusion of the Readiness Assessment Audit, the Northland designated Project Manager decides the on-site installation is to begin, the appropriate Northland designated resources will be scheduled.

Deliverables

Site Readiness Documentation

Northland Business Responsibilities/Tasks

Review Site Readiness Documentation

Review security requirements for Audiolog resources and define associated login authority and network access

Schedule appropriate Northland Business designated resources

Installation

Description

The Northland designated Resource will begin the installation process by reviewing the Customer’s

environment to ensure that it is consistent with the Readiness Assessment Audit. Northland will

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install all licensed Verint software, configure said software to function in the Customer’s telephony

environment, conduct an application pilot, and test key functionality. The application(s) will be configured for a production environment. Northland will complete the installation by submitting site documentation, performing knowledge transfer to Customer’s technical support staff and performing a

system hand-off to Customer and the Northland Business Customer Support team.

Deliverables

Verint Audiolog software installation and configuration

Application pilot tested for key functionality

Site documentation


Reviewing the Customer’s environment to ensure that it is consistent with the Readiness

Assessment Audit

Verint Audiolog software installation and configuration

Verify related third-party software (must be licensed by the Customer) is installed and configured for integration to the Verint Audiolog solution (if applicable)

Perform system testing and complete Customer site documentation

Configure and test full-time recording

Confirm operation of key Verint Audiolog software functions and client installations on Customer’s workstations if applicable

Confirm that the Customer training room is configured and ready for the Audiolog On-Site training

Perform knowledge transfer with Customer’s technical personnel including, but not limited to,

architectural overview, scheduled maintenance, database maintenance, and operation, care and troubleshooting

Conduct System Turnover Meeting with key organization contacts and other members of the Customer’s project team to turn over operation and maintenance of the system to Customer.

Integration

Description

Northland Business will provide a Solutions Design (if applicable) detailing the Customer-specific system configuration. Northland will configure and test all integrations (using the Customer’s

environment) to meet the requirements identified in the Solutions Design. Integrations will be performed with Customer’s supported ACD environment in order to enable standard functionality in

the applications identified below.

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Deliverables

Solutions Design Document (if applicable)

Recording

Recording Integration

Description

Northland Business will develop and unit test configurations for call recording control.

Deliverables

Solutions Design Document (if applicable)

Customer Responsibilities/Tasks

Review and approve the Solutions Design Document (if applicable)

Participate in Call testing

Ensure all integration points are configured and available as required for the Customer’s specific integration

Provide necessary environment for testing

Northland Buisness Responsibilities/Tasks

Review the Solutions Design Document

Perform Integration as defined by Solutions Design Document (if applicable)

Conduct Call testing

Review and update site documentation

Perform server administration knowledge transfer with Customer’s server personnel

including, but not limited to, architectural overview, scheduled maintenance, database maintenance, and operation, care and troubleshooting of the application server.

Conduct System Turnover Meeting with key organization contacts and other members of the project team to turn over operation and maintenance of the system to Customer.

Milestone: System Testing

Description

Northland Business and Customer will perform system testing to mutually validate functionality of key components of the installed solution. The testing will be performed in a controlled environment which allows Northland and Customer to properly perform testing and validate results per the Verint System Test Plan.

Deliverables

System Test Plan (Installation Checklist) with documented results

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Perform System Testing with Customer’s participation

Document test results

Milestone: Training

Training delivery methods are described below. Course-specific details including agendas, format, duration and recommended participants will be provided by the Verint Project Manager. All On-Site Training classes are limited to 12 attendees per training session depending on how many need

To be trainied.

Description

Verint provides virtual training with information and practical skills regarding the use of the Verint software including operational guidelines.

Deliverables

Virtual webex sessions and onsite Training.

Customer Responsibilities/Tasks

Register attendees

Ensure attendees have the prerequisite skills

Provide Crystal Reports (version 9 only)

Verint Responsibilities/Tasks

Communicate the registration process

Provide course descriptions and prerequisites

Provide virtual training

Section 6: Customer Responsibilities Overview Provide access to data required for employee and organization load in the Verint Audiolog -

specified format

Provide security access to buildings and necessary rooms specific to the implementation process

Arrange for workspace as needed by the Northland Business Implementation Team including but not limited to an active network connection, internet access, and a working telephone

Provide physical, server and network access to site for all on-site Northland Business personnel as needed

Provide necessary test phones and/or test pc’s to allow Northland Business personnel to

perform control testing and system review with appropriate Customer resource

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Customer to supply NAS or SAN hardware. Needs to be installed and made ready. Installation must be completed prior to arrival of the Northland Resource.

Synchronize time clocks on all servers and data sources (with time zone adjustments as appropriate)

Provide full security access between all required servers

Provide any relevant RDBMS passwords needed to complete installation with security levels in accordance with Verint Audiolog Specifications.

Ensure the installation of all cabling and termination as identified by Northland and in accordance with Site Readiness process

Distribution of all required software to the Agent and supervisor workstations if applicable

Establish remote access to all Verint Audiolog servers for Northland Implementation Team throughout the project life cycle and ongoing Verint Audiolog support.

Establishment and maintenance of system environment which meets Verint’s minimum

specifications, including, without limitation, Customer’s ACD, data network, hardware, Agent

and client workstations, telephony, telephony servers, dialers, CRM servers, database, database servers, mail servers, Web servers, and any all non-Verint supplied enabling or collaborative technology

For any onsite workshop or training event:

Provide adequate meeting space for the duration of any on-site workshop or training event

Provide materials requested by the Verint Resource (i.e.: flip chart paper, LCD projector, etc.)

Provide the training environment as specified by Verint including ensuring that the Verint software is up and running, providing required access to the system including participant logins

Provide a technical contact to help with any connection/network access issues encountered during a workshop or training event

Prior to permitting Verint and Northland Business to access any Customer system, Customer is responsible for ensuring that any data related to that system is backed up. Verint is not responsible for remediating any lost or corrupt data resulting from an Error in the system or the provision of Services under this SOW. Customer acknowledges and agrees that it is solely responsible for such data and that such data is under Customer's exclusive control.

Section 7: Implementation Team Roles and Responsibilities

Implementation Teams

All potential roles are described hereunder. Not all roles detailed will be applicable and/or necessary for every project. The specific roles necessary to fill for the purposes of completing the milestones in

, including but not limited to phone, radio, and punch-down wiring.

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Section 4 of this document will be detailed and confirmed by the Northland Business Project Manager at the outset of the project. The parties are responsible for identifying their respective resources to fill each necessary role.

Northland Business Implementation Team

Project Manager: This individual is responsible for managing the implementation process to completion and is the primary contact for the Customer. The Project Manager is the facilitator for all project activities, is responsible for scheduling all Verint resources.

System Engineer, Solution Designer, System Integrator, Project Solutions Engineer: These individuals are responsible for the Verint software installation and integration to the Customer’s data sources, system testing, and configuration solution design when applicable.

Application Consultant, Application Specialist, Business Consultant: These individuals are responsible for facilitating workshops, business discovery, post-implementation review(s) and solutions consulting,

On-Site Instructors: These individuals conduct all training

Customer Implementation Team

Executive Sponsor: Responsible for the decision to purchase the Verint software solution and is expected to contribute information about Customer’s goals for the software to the

organization.

Project Lead: Customer’s primary point of contact that is responsible for onsite project coordination and data delivery. This individual must be authorized by senior management with the decision-making powers to ensure the success of the implementation or services engagement.

Scheduler: This individual will be the primary user of WFM software and should have detailed knowledge and/or access to data about agents, queues, shifts, and restrictions.

Verint Application Administrator: This individual accepts overall ownership responsibility for the Verint software and is skilled and trained to ensure performance effectiveness. This person is also responsible for the development and maintenance of the Verint evaluation forms.

Customer System “Owners”: The Verint software will receive data from a variety of systems. For each of these systems, the Customer’s team must include an individual(s) who is

thoroughly knowledgeable about the system, its configuration, and its reporting capabilities. System “Owners” will have responsibility for creating reports or providing information regarding database structure to provide data that is read into any Verint database.

Networking Specialist / IT Contact: Responsible for procuring and setting up the Servers and PC’s on which the Verint software will be installed. This individual is also responsible for ensuring that there is sufficient IT infrastructure (network connection, network disk space, etc.) for system input data to be written and stored on an ongoing basis for use with Verint software. The Networking / IT Contact is also responsible for establishing database backup

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procedures, for ensuring connectivity between the Verint client PC’s and the Verint

database(s), and for being trained on the data integration components of the Verint solution(s). This individual is also responsible for maintenance and update of the Verint software integration into the Customer’s computer telephony network environment if

applicable. These responsibilities include, but are not limited, to changing established IP addresses for shifts in staffing and installing the final software configuration onto licensed agent and supervisor workstations.

Desktop Specialist: This individual has ownership of content on the desktop PC’s in the call

center. The desktop specialist has knowledge of content of PC’s at the center and has the

ability and authority to install software on the PC’s. This person should be familiar with any

software distribution technology that may be used.

Server Administrator: This individual is responsible for the day-to-day physical care of the Verint software server(s), managing backup and disaster recovery strategies as well as coordinating data storage needs and management of drive space with the Verint Application Administrator.

Telephony Specialist: This individual communicates with the Verint Application Administrator regarding any changes that occur to specific telephony data (i.e.: extension, logins, groups, queues, skills, etc.) in order that the Verint Application Administrator can synchronize the Verint software with the telephony infrastructure.

Training Coordinator: Responsible for the coordination of training on the Software. The training coordinator must be able to schedule facilities and determine availability of coaches, supervisors and technical staff for training.

Database Administrator: Responsible for administration and oversight roles of the actual Sybase, Oracle or SQL database as applicable.

Business Resources: These resources may be called upon to answer questions about policies, people, queues, and other operational information needed for their specific centers

Business Users: These are the primary end users of the Verint software

Section 8: Change Control Process Customer may request changes in or additions to the Services being provided hereunder by completing a Change Control Approval Request Form supplied by Northland . If Northland deems the changes feasible, Northland Business will provide a quote for any increase or decrease in the cost of or time required for performance of the Services as amended. Once parties agree to the modified scope and related fees a representative of each party will sign the Change Control Approval Request Form. See ATTACHMENT A. Verint shall not be obligated to perform any revised or additional Services unless and until the Change Control Approval Request Form is signed by both parties.

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Attachment A – Change Control

Change Control Approval Request Form

Change Request Control Number:

Current Service Order Number:

Date Issued:

Date Requested:

/ / Requested By:

User Organization:

Date Required:

/ / User Phone:

User e-mail:

Application or System: Release/Version:

Additional Time Estimated by Resource Type:

Additional Cost Estimated:

$

Summary of Requested Change:

New SOW Required? [ ] Yes [ ] No

Change Approval/Disapproval:

[ ] Disapprove Request [ ] Approve for Release #___ [ ] Approve for Current Release [ ] Future Consideration

Final Disposition:

Reason for Rejection:

Customer Management: (Name/Title)

Phone Number:

e-mail Address:

Verint Project Manager:

Phone Number:

e-mail Address:

Project Manager Signature:

Date Authorized:

Disposition

Date Assigned:

Signature of Authorized Verint Representative:

Date Of Sign Off:

Signature of Authorized Client Representative:

Actions Required

Date ONYX Quote Adjusted:

Name and Signature of ONYX Adjuster:

Date Open Air Adjusted:

Name and Signature of Open Air Adjuster:

SCHEDULE E

INSTALLATION SCHEDULE

Phase 1 - Audiolog Recording Installation Monday, September 9th Install Audiolog Servers into 2/4 post rack at Dane County Join servers to the domain, test server to server connectivity Cable management Dane County Telephony Recorder Configuration

Tuesday, September 10th Install Audiolog Server into 2/4 post rack at Verona Join server to the domain, test server to server connectivity Cable management Verona Telephony Recorder Configuration

Wednesday, September 11th Dane County Telephony Recorder Configuration Dane County TLR Configuration - P25 interface to Harris

Thursday, September 12th Dane County TLR Configuration - P25 interface to Harris CAS Configuration Web Configuration Audiolog Client Software Installation Screen Recording and QA Configuration

Friday, September 13th Audiolog Client Software Installation Screen Recording and QA Configuration Finalization Sign Off

Phase 2 - AIQ - Audiolog Interactive Quality TBD - Evaluation Configuration (Typically 2-3 week later)

Phase 3 - Advanced Speech Analytics TBD - Installation/Configuration/Training

Training Schedule - On-Site Thursday, September 12th 10:00 - 11:00 AM - Audiolog Manager Training - Reports/Audiolog Management Console 2:00 - 4:00 PM - Audiolog User Training - Insight Center

Friday, September 13th 10:00 - 11:00 AM - Audiolog Manager Training - Reports/Audiolog Management Console 2:00 - 4:00 PM - Audiolog User Training - Insight Center

Date, TBD AIQ - Audiolog Interactive Quality (Typically 2-3 week later)

Date, TBD Advanced Speech Analytics

www.northlandsys.com

Dane County Recording 7/26/13

Main Site Configuration:

Harris Recorder: 10 Channel MAX PRO Recorder: 20 Mitel IP Phones, 20 Centrex, 21 Positron,

32 SmartNet,11 Mutual Aid, 2 Paging,1 Tactical = 107 Back-up Site Recorder: 31

CAS – Central Archive Server

1 - TLR – P25 interface to Harris $ 21,662.00

1 -Audiolog Version 5 system license

Audiolog 5000-Series MAX-PRO/QuadCore Trunked Radio server, Windows 2008/5CAL, SQL 2008/5CAL, RAID 5 (500 GB) drives with hot-spare.

Harris P25 Console integration

10 Channels x $425 Operational Recording $ 4,250.00 Verint version 5 Server License $ 2,500.00

Installation $ 3,500.00 Freight $ 55.00

Total $ 31,967.00

Main Site Audiolog Recorder $ 17,047.00

Audiolog 5000-Series MAX-PRO/QuadCore VoIP Server, Windows 2008/5CAL, SQL 2008/5CAL, no DVD-RAM drives, RAID 5 (500GB) drives with hot-spare.

2-Contact Closure Cards – 32 Channels holds calls open during silence to create one .wav file. Additional wiring is required by 911Vendor and is the responsibility of the County.

107 Channels x $425 Operational Recording Additional discount Verint version 5 Server License 21 - Positions with Screen Recording (with QA) - $200

$ 45,475.00 ($ 8,025.00) $ 2,500.00 $ 4,200.00

6 Hours of QA On-Line Training by Verint @$150/hour $ 900.00 Installation $ 3,500.00 Freight $ 55.00

$ 65,652.00

Schedule F


Back-up site Audiolog Recorder – 31 $ 8,369.00

Audiolog 5000-Series MAX-PRO/Dual Core, Windows 2008/5CAL, SQL 2008/5CAL, no DVD-RAM drives. RAID 5 (500 GB) drives with hot-spare.

Contact Closure Card – 16 Channels holds calls open during silence to create one .wav file. Additional wiring is required by 911Vendor and is the responsibility of the County.

31 Channels x $425 Operational Recording $ 13,175.00 Additional discount ($ 2,325.00) Verint version 5 Server License $ 2,500.00


$ 23,774.00

CAS Server $6,036.00 Audiolog CAS 5000 Series MAX PRO with Quad Core RAID 5 (500 GB) drives to include 2 TB of Storage with hot-spare, W2008 R2 with 5 CAL’s, SQL Server 2008.

CAS Server Software $ 4,000.00 Installation $ 1,000.00 Freight $ 55.00

Total $11,091.00

WEB Server - Main site $ 4,958.00 Audiolog CAS 5000 Series MAX PRO with Dual Core RAID 5 drives with hot-spare, W2008 R2 with 5 CAL’s.


$ 6,013.00

3 – Emerson Surge Suppression @$250 $ 750.00 Each Surge has two plug outlets Each Server has two plugs.

Main Site TOTAL Hardware, Install $ 139,247.00


Dane County - Redundant (to be installed 2014) 7/26/13

Redundant Site Configuration:

MAX PRO Recorder – 107

MAX PRO Recorder– 31 Channels

CAS – Central Archive Server

MAX Pro Audiolog Recorder - 107 $17,047.00

Audiolog 5000-Series MAX-PRO/QuadCore VoIP Server, Windows 2008/5CAL, SQL 2008/5CAL, no DVD-RAM drives.

2- Contact Closure Cards – 32 Channels holds calls open during silence to create one .wav file. Additional wiring is required by 911Vendor is the responsibility of the individual County.

Redundant Licenses are Discounted

107 Channels x $262.50 Operational Recording $ 28,088.00 Verint version 5 Server License $ 1,250.00


$ 48,440.00

Back-up site Audiolog Recorder – 31 $8,718.00

Audiolog 5000-Series MAX-PRO/Dual Core, Windows 2008/5CAL, SQL 2008/5CAL, no DVD-RAM drives.

1-Contact Closure Card – 16 Channels holds calls open during silence to create one .wav file. Additional wiring is required by 911Vendor is the responsibility of the individual County.

Redundant Licenses are Discounted

31 Channels x $262.50 Operational Recording $ 8,138.00

Verint version 5 Server License $ 1,250.00


$ 19,161.00


Redundant CAS Server $6,036.00Audiolog CAS 5000 Series MAX PRO with Quad Core RAID 5 drives to include 2 TB of Storage/hotspare W2008 R2 with 5 CAL’s, SQL Server 2008

CAS Server Software - Redundant $ 2,500.00 Installation $ 1,000.00 Freight $ 55.00

Total $ 9,591.00

3 – Emerson Surge Suppression @$250 $ 750.00 Each Surge has two plug outlets Each Server has two plugs.

Total Redundant Hardware and Install $ 77,942.00

PRICING SUMMARY:

Main Site TOTAL Hardware, Install: $ 139,247.00

Year-1 Verint Software Assurance & Northland Maintenance: $ 25,931.00

Redundant Site Install in 2014: $ 77,942.00

Year-2 Verint Software Assurance & Northland Maintenance (Main, Back-up, Redundant): $ 46,781.00




CONTRACTED TOTAL $ 440,771.00


Comprehensive Guaranteed Maintenance Service Contract Revised: July 29, 2013 1

Guaranteed Maintenance Service Agreement

Comprehensive Coverage Model: Verint Audiolog - TLR- MAX PRO, CAS, WEB for Main Site.

This is a Service Agreement between Northland Business Systems Incorporated (hereinafter referred to as Northland) and Dane County (hereinafter referred to as the Purchaser). The agreement outlines the conditions whereby Northland will provide service for the Audiolog Digital Voice Logging System.

1. TERM

This Service Agreement becomes effective on 9/9/2013 and will continue in effect until

9/9/2018.

2. SERVICE

Prompt response to all service calls will be provided 24 hours a day, 7 days a week, at acharge as reflected on schedule A, which charge is subject to the terms of Paragraph 6herein. As a comprehensive maintenance customer, you are guaranteed priority serviceand response to reported trouble via modem, a phone call, or an on-site visit.

Replacement parts will be furnished and installed by Northland Service Technicians atno extra charge. The parts that are removed become the property of Northland.

Component parts, assemblies, or subassemblies may be replaced with new orrefurbished items at Northland’s option. If parts must be replaced due to causes otherthan normal wear and tear, Northland will charge the price in effect at the time for suchparts and all reasonable expenses associated with Northland’s cost to replace saidparts.

Northland will provide and install updates to Licensee’s System(s) as long as a SupportAgreement is in place, without any additional charge to Licensee and there are nopayments in arrears due to Northland. “Updates” are defined as any Systems softwarein which numbers to the right of the first decimal point have increased (i.e. 8.1, 8.2 and8.3) and these updates are provided at no cost by the software manufacturer.“Upgrades”, defined as a numeric increase to the left of the first decimal point (i.e. 8.0,9.0, and 10.0) can be purchased from Northland at the time that they are madeavailable.

Under this Service agreement, Northland resolves to work toward giving your Systemavailability approaching 100%. In order to do this, Northland may, based on technicaljudgments made by Northland Service Technicians and Verint, request to be able tomonitor machine functions via its Remote Diagnostics Facility (RDF), but always with theprior knowledge, approval, and cooperation of the Purchaser. At such time Northlandmay also make changes to the resident software, but never in a way that would

LogMeIn

Schedule F



knowingly disrupt normal operations, violate security, or disturb the Purchaser’s records. In addition, Northland may, from time to time, recommend and initiate replacement of suspect component parts at no expense to the Purchaser, but with their planned cooperation regarding replacement work. This will always be done with every intention of minimizing disruption. Finally, if Northland deems it advisable for a Service Technician to visit and perform machine or operational remediation on site, such a trip will be initiated by Northland, but with the full knowledge and cooperation of the Purchaser. The full expenses for such travel including per diem, living expenses and all incidental costs relating either to the trip or the service work will be paid by Northland, resulting in no cost to the Purchaser. An exception to this is if it is determined that the problem developed from a part damaged by causes other than normal wear and tear.

The Purchaser will maintain the environmental conditions specified. These conditions will be within the common environmental range of all systems components. 3. TITLE Title to all documentation and software relating to the maintenance of the system shall remain with Northland. The Purchaser, as licensee, acknowledges that all such documentation and software are proprietary and confidential, and will hold in confidence all such information, as well as consequentially, Northland will retain full title to the software. The Purchaser will have the right to use such software as long as it owns the product, and agrees to hold in confidence all technical and trade secret information, including, without limitation, the content of and information relating to software, including source code, object code, software updates supplied by Northland in respect thereto, all subsequent modification of code made by Northland pursuant to maintenance and/or diagnostic evaluation, and all documentation relating to any of the foregoing. The Purchaser ensures that access to such information will be limited to employees who must have access in order to use the system efficiently. Northland may remove any maintenance materials or diagnostic software at any time, either temporarily or permanently. The diagnostic software provided to facilitate the servicing of the system is not necessarily for the operation of basic system software. 4. EXCLUSIONS Some Services may not be covered by this agreement. These items may be

referred to as Move/Add/Change and Purchaser is responsible for all charges including the cost of parts, labor, assistance over the telephone and travel (as listed in Section 7 of this Agreement) relating to:

a. Electrical work external to the equipment; b. Maintenance of accessories, attachments, machines, or other devices not furnished

or manufactured by Northland; c. Repair of damages resulting from accident, neglect or misuse, fluctuations of

temperature or humidity, failure of electrical power, or causes other than ordinary use including fires and acts of God, or resulting from maintenance or repair of the equipment by persons other than Northland personnel or its authorized



representatives, or damages caused by installation of third-party software (including, but not limited to, Pervasive, Annual Anti-Virus Updates, PCAnywhere, Microsoft Word, Microsoft Operating Systems, Roxio CD Creator) not purchased from or authorized by Northland;

d. Furnishing photographic material, magnetic or paper tapes, chart paper, headsets, bar code labels, printer paper, flash cards, and other consumable items;

e. Adding or removing accessories, attachments, or other devices; f. Services rendered impractical due to alterations to the equipment, or because of

electrical or mechanical connections to equipment not supplied by Northland g. Upgrading any third-party software needed to support NICE, including but not limited

to, Pervasive, Annual Anti-Virus Updates, PCAnywhere, Microsoft Word, Microsoft Operating Systems, Roxio CD Creator;

h. Installation of System Software Upgrades, defined as a numeric increase to the left of the first decimal point (i.e. 8.0, 9.0, 10.0);

i. New report formats; j. Changes to existing report formats; k. Setting up additional departments; l. Installing and training additional users; m. Re-training existing staff; n. Reloading software due to customer upgrades/changes, including but not limited to,

Pervasive, Annual Anti-Virus Updates, PCAnywhere, Microsoft Word, Microsoft Operating Systems, Roxio CD Creator;

o. Connectivity to internet service provider from remote site to customer’s network; p. Interfacing client’s Virtual Private Network with remote site.

5. Northland reserves the right to modify or delete any term of this Service Agreement

effective as of any anniversary date of the Agreement by giving thirty (30) days prior written notice to the Purchaser. The Purchaser may then elect to accept the Agreement with such modification(s) or deletion(s), or terminate the Agreement. Failure by the purchaser to terminate within the thirty-day notice period will signify acceptance of the Agreement as amended. As used in this Section, the term “modification” includes, without limitation, changes in price, term or the character or extent of service, including withdrawal of support for particular hardware or software systems or subsystems.

6. CHARGES

Charges for service provided under this Service Agreement are invoiced on an annual basis and are payable upon receipt of invoice. If the continuity of Warranty/Service Agreement coverage is interrupted due to non-receipt of payment from the Purchaser or issuance on ninety (90) days prior written notice by Northland or Purchaser, Northland may require an on-site evaluation in order to determine the condition of the Purchaser’s system before a new Service Agreement becomes effective. This right will also be assumed if any third party has provided service before the Service Agreement goes into effect. The cost of parts, labor, and travel to evaluate the system under these circumstances, and all serviceable standards of operation as reasonably deemed necessary by Northland, will be the responsibility of the Purchaser. Northland will assess late charges of one and one-half percent (1 1/2) % per month for over thirty (30) days. Service coverage may be discontinued by Northland for non-payment of any invoices

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sixty (60) days beyond due date. Any portion of payment received is deemed acceptance of the terms conditions of this agreement.

Changes in equipment specifications, attachments, or features may result in an adjustment of Service charges. The Service charges for equipment not covered by the Service Agreement will be the current published rate at the time the equipment is added, and will be prorated to coincide with the anniversary date of this Service Agreement. All future purchases for this system will be automatically added to this main service contract and you will receive a pro-rated invoice. Northland reserves the right to discontinue service for non-payment of overdue invoices.

Normal Business Hours Support: 952-894-4204 After Hours Support: 1-866 -778-2948 Email support: [email protected]

7. RATES * There is a one-hour minimum charge for all labor. Labor

Normal Business Hours – 8:00-5:00 M-F $175.00 per hour After-Hours Service $300.00 per hour Travel Normal Business Hours $85.00 per hour After-Hours $85.00 per hour * Note: Rates apply for out-of-scope (contract) work requests. 8. GENERAL

Northland’s obligations hereunder are subject to delays caused by labor difficulties, fires, casualties and accidents; acts of the elements; acts of public enemy; transportation difficulties; inability to obtain equipment, materials or qualified labor sufficient to fill its orders; government interference or regulations and other causes beyond Northland’s control.

Any or all of Northland’s rights or obligations under this Service Agreement may be assigned by Northland with notice to the purchaser, and will be exercised by any assignee thereof.

Northland’s liability to the Purchaser for damages of any nature, whether in contract or tort, including negligence, shall not exceed the total charges paid or payable during one year under the Service Agreement.

No action arising out of the performance of services under this Service Agreement whether in contract or tort, including negligence, may be brought by either party more than one year after the cause of action accrues; provided, however, that any action

952-894-4204 Option 2

mailto:[email protected]



for non-payment may be brought at any time within the applicable statute of limitations period.

In no event will Northland be liable for any loss of date, lost charges, or special indirect or consequential damages.

Northland disclaims all warranties, including all warranties or merchantability and fitness for a particular purpose.

Any controversy arising from this Service Agreement shall be governed by the laws of the State of Wisconsin.

This agreement shall become effective on its date and shall remain in force for a period of one year and from year to year thereafter unless terminated by either party upon written notice given to the other party at least thirty (30) days prior to the end of the first year or subsequent year. No refund or pro-rating on the remainder of the contract is allowed. This agreement is not transferable and becomes void upon sale of the equipment. This Service Agreement replaces and supersedes any previous Service Agreement between the parties, and constitutes the entire Service Agreement between the parties with respect to the subject matter hereof. Northland Business Systems Incorporated Service Agreement By their duly authorized representatives Northland Incorporated Dane County, Wisconsin By: By: Contract Manager Authorized Signature Date: Date:

: Introduction - Dane County, Wisconsin

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Transcript of : Introduction - Dane County, Wisconsin