2009-069 Purchasing - Relational Technology Solutions for a RFP Award for telephone system replacement

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F~ Relational Technology Sdutions MAINTENANCE AND MANAGED SERVICES SUPPLEMENT THIS MAINTENANCE AND MANAGED SERVICES SUPPLEMENT ("Supplement") is made and entered into on this 3rd day of June, 2009 by and between Orange County, North Carolina ("Customer") and Relational Technology Services, Inc. ("RTS"), and is issued pursuant to the Master Sales and Professional Services Agreement dated June 3, 2009 between Customer and RTS ("Master Agreement"). Each capitalized term used herein and not otherwise defined will have the same meaning attributed to it in the Master Agreement. 1. SCOPE OF SERVICES. Services will be subcontracted to Avaya, Inc. In return for the payment of fees specified in the Order, RTS will provide the hardware maintenance or software support services (the "Services") as set forth in the Order and in accordance with the applicable Hardware Maintenance Service Description or Software Support Service Description (each a "Service Description"). Orders are subject to acceptance by RTS. The terms and conditions contained in the Hardware Maintenance Service Description will be incorporated in and apply to each Order for Hardware Maintenance, and the terms and conditions of the Software Support Service Description will be incorporated in and apply to each Order for Software Support or Software Support Plus Upgrades. Each Service Description can be found at www.rts.com/hardware maintenance.odf and www.rts.com/software suooort.odf. A Service Description may be amended or modified by RTS from time to time. Orders will be subject to the Service Description then-current at the time of Order. It is Customer's responsibility to obtain current Service Descriptions from RTS' website. Terms and conditions contained in Customer purchase orders or other Customer documents will have no effect. In the event of a conflict between a Service Description, this Supplement or the Master Agreement, the terms of the Service Description will control. 2. INVOICING. RTS will invoice Customer for Services annually in advance unless another payment option is specified in the Order. Customer will pay the fees for Services in accordance with the terms of payment set forth in the Master Agreement. 3. CUSTOMER RESPONSIBILITIES. Inaddition to the responsibilities set forth in the applicable Service Description, Customer will be responsible for the following: 3.1 Cooperation. Customer will cooperate wish RTS as reasonably necessary for RTS' performance of its obligations, including without limitation, providing RTS with (i) full, free and safe access to its facilities and a suitable working environment including local telephone access; (ii) system passwords and equipment access control features; (iii) login ids, telephone numbers, and security procedures necessary for RTS to dial in and access the supported system(s) network addresses and passwords necessary for remote access; (iv) any necessary network documentation requested by RTS; and (v) interface information for supported products and necessary third party consents and licenses to access them. All items will be provided by Customer at Customer's expense. 3.2 Customer Contact. Customer will designate a single point of contact ("Customer Contact") and one back-up Customer Contact as liaisons with RTS Customer Support. Customer Contacts will have working knowledge of the system(s). 3.3 Vendor Management. Where RTS is to instructor request products or services on Customer's behalf from third party vendors under Customer's supply contracts with such third party vendors ("Vendor Management"), Customer will provide to RTS upon request a letter of agency or similar document in form reasonably satisfactory to RTS, permitting RTS to perform the Vendor Management. Where the third party vendor's consent is required for RTS to be able to perform Vendor Management in a timely manner, Customer will obtain the written consent of the vendor and provide RTS with a copy of the consent upon request. 4. WARRANTIES. RTS warrants to Customer that the Services will be carried out in a professional and workmanlike manner by qualified personnel. If the Services have not been so performed and RTS receives a detailed request to cure anon-conformance within thirty (30) days of its occurrence and RTS fails to cure such non- conformance within thirty (30) days of its occurrence, RTS will re- perform those Services. If RTS fails to cure such non-conformance within thirty (30) days of receiving written notice, Customer may cancel the applicable Order with respect to future Services. Upon cancellation, RTS will refund to Customer a proportionate amount of any fees prepaid by Customer to RTS for future Services. Under no event will RTS be obligated to refund any amounts in excess of the fees paid to RTS for the future Services. This remedy will be Customer's sole and exclusive remedy and will be in lieu of any other rights or remedies Customer may have against RTS with respect to the non-conformance of Services. 5. TERM AND TERMINATION. This Supplement will be effective from the date first written above and will remain in effect until terminated in accordance with this Section 5. RTS will provide the Services for the initial term specified in the Order. Either party may terminate this Supplement by written notice to the other party effective immediately upon receipt if the other party fails to cure any material breach of this Supplement, the applicable Order, or the Master Agreement, within a thirty (30) day period after having received a written notice from the non-breaching party detailing the breach and requesting the breach be cured. 6. ASSIGNMENT, Customer may not assign this Supplement or the applicable Order, or assign or delegate any right or obligation under this Supplement or the applicable Order, without the prior written consent of RTS. SIGNATURE PAGE TO FOLLOW