HomeMy WebLinkAboutForerunner Technologies, Inc RESOLUTION 2023-575
ADOPTED DOC ID: 19271
THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2023-575 WAS
ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON
JUNE 20,2023:
RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs
Supervisor Scott A. Russell to execute the Master Service Agreement between the Town of
Southold and Forerunner Technologies, Inc., which agreement includes, but is not limited to,
software assurances for a term of August 2, 2023 thru August 1, 2024. Said price of this initial
term is $2,010.00, subject to the approval of the Town Attorney (A.1680.4.400.450).
Denis Noncarrow
Southold Town Clerk
RESULT: ADOPTED [UNANIMOUS]
MOVER: Brian O. Mealy, Councilman
SECONDER:Sarah E.Nappa, Councilwoman
AYES: Nappa, Doroski, Mealy, Doherty, Evans, Russell
o�vt�gUfFU(�coGyr
cm
W 2
Office of the Town Attorney
Town of Southold
Town Hall Annex, 54375 Route 25
P.O. Box 1179
Southold, New York 11971-0959
Telephone : 631-765-1939
Facsimile: 631-765-6639
MEMORANDUM
To: Denis Noncarrow, Town Clerk
From: Melissa M Mirabelli
Secretary to the Town Attorney
Date: June 27, 2023
Subject: Agreement between Town of Southold and
Forerunner
With respect to the above-referenced matter, I am enclosing the original
Agreement together with the Resolution.
If you have any questions regarding the enclosed, please do not hesitate to call
me. Thank you.
/mmm
Enclosures
cc: Accounting
IT
4
v �+
,: tom; ; t-y < COMMUNIC,+ITION SOLUTIONS SIMPLIFIED
T ECS F 0 G 4 E 9$ '��
Master Service Agreement
This Forerunner Technologies Certified Master Service Agreement("AGREEMENT")is between Forerunner
Technologies,Inc.,a Delaware Corporation,with its principal place of business at 150-M Executive Drive,
Edgewood,NY 11717("FORERUNNER") and Town of Southold Information Technologies,having its principal
place of business at 53095 Route 25 Southold,NY 11971 and sets forth the supplemental terms and conditions under
which FORERUNNER agrees to provide Parts Coverage,Software Assurance,Remote Monitoring,Remote
Support,Dispatched Support Services,and/or Dedicated On-Site Support Services(collectively herein after referred
to as"SERVICES")as determined by the selection of available Maintenance Support Services in Attachment 1 -
Maintenance Support Services.
This AGREEMENT contains the following attachments and appendices:Attachment 1,"Maintenance Support
Services';Exhibit 1,Covered Components List and Pricing;Exhibit 2,Acceptable Use Policy(AUP).
1. Definitions
1-.1. Principal Period of Maintenance("PPM")-The days and hours of the days when the SERVICES are
available for delivery to the CUSTOMER.
1.2. Response Time-Response Time is measured according to the PPM.If PPM is less than 24 hours per day,
7 days a week,then Response Time is measured within that PPM.Response Time begins upon
FORERUNNER receipt of maintenance service request from CUSTOMER,verification of problem found,
and dispatch or initiation of remote labor required to affect repairs.
1.3. Service Level Agreement("SLA")-The Response Time in which FORERUNNER will make
commercially reasonable efforts to respond to CUSTOMER's reported maintenance incident.
1.4. Major System Failure-A general inability of the PBX system to receive incoming or originate outgoing
calls,or a majority of either the central office trunks or tie trunks are inoperable,or more than fifty percent
(50%)of either the stations or terminals are inoperable.
1.5. Time and Materials(T&M)Rates-In the absence of a contractual agreement,T&M is the prevailing local
dispatch labor rate,plus list price of materials required to affect repairs.Onsite T&M hours will be billed
based on FORERUNNERS current onsite hourly minimum requirements charge during normal business
hours or a four(4)hour minimum charge after normal business hours per request,plus travel charges.
1.6. Covered Components-Covered components are the hardware and/or software identified in Exhibit 1 under
Covered Systems.
1.7. Incident Management-The process of managing the lifecycle of unplanned interruption to
service or service alarms detected through the process of remote monitoring of COVERED
COMPONENTS.
1.8. Incident Prioritization-Service requests and service alarms will be prioritized in order to
determine severity and response time.These incidents will be categorized in one of the three
priorities below,based on the impact to the customer's business
1.8.1.High: System is down or there is a critical impact to the CUSTOMER's business
operations or operation of system is severely degraded,or significant aspects of the
CUSTOMER's business operation are being negatively impacted by unacceptable
System performance.
1.8.2.Medium:Operational performance of the System is impaired while most business operations
remain functional.
1.8.3.Low:CUSTOMER requires information or assistance regarding FORERUNNER Product
capabilities,or configuration capabilities.There is clearly little or no impact to the CUSTOMER's
business operation.MAC-(Moves Adds Changes)Changes that are requested by the CUSTOMER to
modify the functionality of the Covered Component.
1.9. SNMP-Simple Network Management Protocol(SNMP)is an"Internet-standard protocol for managing
devices on IP networks".Devices that typically support SNMP include PBX's,routers,switches,servers,
workstations,printers,modem racks,and more.It is used mostly in network management systems to
monitor network-attached devices for conditions that warrant administrative attention
FORERUNNER TECH NOLOGIES.INC 150-M EXECUTIVE DRIVE I EDGEWOOD, NY 11717 1 FRTINC.COM
111> az;
4
/ CC1tViN3UNI:;A-t ICHN SOLUTIONS SIN`PURED
2. Performance of Services
2.1. FORERUNNER shall provide the SERVICES selected in Attachment 1,"Maintenance Support Services",in this
AGREEMENT for the applicable hardware and software components("COVERED COMPONENTS")defined in
the Covered Components List(Exhibit 1).FORERUNNER reserves the right to change the SERVICES from time
to time,and CUSTOMER will be notified of any material changes or updates to the SERVICES which may affect
CUSTOMER.FORERUNNER may use a subcontractor to provide the SERVICES without limitation.
3. Term and Termination
3.1. The"Initial Term"of this AGREEMENT shall commence on 8/2/2023 and shall end on 8/1/2024.
3.2. Unless one party notifies the other of its intent to terminate this AGREEMENT at least thirty(30)days prior to
the expiration of the term(or at the end of any one-year extension of the term,which may occur as provided
below),the term shall be automatically extended for an additional one(1)year period(s)with 3.5%increase
("Extension(s)"),upon the same terms and conditions contained herein,except that FORERUNNER may adjust
its service rates to conform to FORERUNNER prevailing local service rates for the next Extension.
FORERUNNER shall furnish CUSTOMER with a written notice of any proposed increase in FORERUNNER
service rates for the next Extension at least thirty(30)days prior to the anniversary date of the original term.
Unless CUSTOMER exercises its right to terminate as set forth above,the CUSTOMER shall be deemed to have
agreed to the adjusted service rates for the next extension.
3.3. FORERUNNER reserves the right to terminate or suspend performance under this AGREEMENT and
discontinue providing SERVICES to CUSTOMER in the event CUSTOMER materially or repeatedly fails to
comply with Acceptable Use Policy set forth in Exhibit 2 attached hereto.In such an event,FORERUNNER
shall provide written notice to CUSTOMER of any violation prior to termination or suspension of this
AGREEMENT and CUSTOMER shall have thirty(30)days to cure such failure.
3.4. If either party is in default of its obligations under this Agreement and such default continues for thirty(30)days
after written notice is given by the party not in default,such non-defaulting party may(in addition to all other
rights and remedies provided in the Agreement or by law)terminate this Agreement.
3.5. Notwithstanding(a)above,if either party becomes insolvent,enters voluntary or involuntary bankruptcy,or
takes any measures generally designed for the relief of debtors,then the other party may(in addition to all other
rights and remedies provided in the Agreement or by law)terminate this Attachment immediately without notice.
3.6. Upon any valid termination,cancellation,or expiration of this Agreement,each party shall promptly return to the
other party all papers,materials,and properties of the other held by such party,and FORERUNNER shall refund
CUSTOMER the unused portion of any prepaid service fees,less any other sums due and owing to Forerunner
Technologies,Inc.at the time of the refund.
4. Service Fees
CUSTOMER agrees to pay a fee of$2,010.00 for the initial term of this Agreement.FORERUNNER reserves the
right to adjust the yearly fee for Extensions of this Attachment.FORERUNNER will invoice CUSTOMER for the
SERVICE fees(plus applicable sales taxes)on a recurring basis in advance according to the schedule selected below.
Unless otherwise expressly agreed to by FORERUNNER in writing,payments are due within thirty(30)days from the
date of invoice.
Must Check One
Billing Interval: ❑Monthly ❑Quarterly ❑Semi-Annual 0 Annual ❑Prepaid(One Invoice)
SWA Reinstatement Fee$ (Invoiced as a onetime upfront fee,if applicable)
The fees under this Attachment do not include federal,state,or local taxes that may be applicable;such taxes will be
additional billable items,which CUSTOMER agrees to pay unless CUSTOMER provides FORERUNNER with
appropriate tax exemption documentation.If new or additional equipment is added to the System subsequent to the date
of the initial term of this Attachment,a new service fee will be calculated,to reflect the increased scope of service.
FORERUNNER TECH NOLOGIES.INC 1150-M EXECUTIVE DRIVE I EDGEWOOD, NY 11717 1 FRTINC.COM
210,., $0
0,, j•..' --.:,.,.a w m. COMM4JNiCATION
SOLUTIO SII�.�1E�irlFtEo
5. Payment in Event of Early Termination of this Attachment
5.1. In the event CUSTOMER terminates this AGREEMENT before the expiration of the Initial Term or
FORERUNNER terminates this ATTACHMENT as set forth in Section 3.2,3.3 or 3.4 above,or
FORERUNNER terminates the AGREEMENT for cause,FORERUNNER shall be entitled to receive,and
CUSTOMER agrees to pay,an early termination charge,the amount of which shall be calculated by taking an
average of the monthly fees for COVERED COMPONENTS assessed during the immediately preceding six(6)
months,multiplied by the number of months remaining in the Initial Term.
6. Restrictions on use of Services
6.1. CUSTOMER agrees not to(i)rent,lease,or loan the SERVICES or any part thereof,or provide or use the
SERVICES on a third party's behalf,(ii)permit third parties to benefit from the use of the SERVICES;(iii)
reverse engineer,decompile,or disassemble any software that provides the SERVICES,or otherwise attempt to
derive the source code of such software;or(iv)download,export,or re-export any software or technical data
received hereunder,regardless of the manner in which received,without all required United States and foreign
government licenses.
7. Customer Cooperation
7.1. CUSTOMER agrees to provide all information,access and full good faith cooperation reasonably necessary for
FORERUNNER to deliver and provide the SERVICES and agrees that FORERUNNER delivery of the
SERVICES depends upon CUSTOMER's timely cooperation and assistance as FORERUNNER may require.
FORERUNNER shall bear no liability or otherwise be responsible for delays or failure in the provision of the
SERVICES caused by CUSTOMER's failure to provide such information,cooperation,assistance,or access.
8. Liabilities
8.1. FORERUNNER EXTENDS NO WARRANTIES,EXPRESS OR IMPLIED,INCLUDING WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,TO CUSTOMER FOR THE
SERVICES PROVIDED BY THIS AGREEMENT. WITHOUT LIMITATION TO AND
NOTWITHSTANDING THE FOREGOING,NOTHING HEREIN IS INTENDED TO DIMINISH OR LIMIT
ANY THIRD-PARTY WARRANTIES WHICH WILL PASS THROUGH FORERUNNER TECHNOLOGIES,
INC.AND INURE TO THE BENEFIT OF CUSTOMER.
8.2. FORERUNNER WILL NOT BE LIABLE TO CUSTOMER FOR ANY SPECIAL,INCIDENTAL, OR
CONSEQUENTIAL DAMAGES OR FOR LOSS,DAMAGE OR EXPENSE DIRECTLY OR INDIRECTLY
ARISING FROM CUSTOMER'S USE OF(OR INABILITY TO USE)OR A THIRD PARTY'S
UNAUTHORIZED USE OF THE SYSTEM OR ITS COMPONENTS,EITHER SEPARATELY OR IN
COMBINATION WITH OTHER EQUIPMENT,OR FOR COMMERCIAL LOSS OF ANY KIND,
REGARDLESS OF WHETHER FORERUNNER TECHNOLOGIES,INC.OR ITS SUBCONTRACTORS HAD
BEEN ADVISED OF SUCH POSSIBLITY.
8.3. IN ADDITION TO THE LIMITATIONS SPECIFIED BY THE AGREEMENT,IN ALL SITUATIONS
INVOLVING PERFORMANCE OR NONPERFORMANCE BY FORERUNNER UNDER THIS
ATTACHMENT,THE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY IS TO(1)TERMINATE THIS
AGREEMENT BY WRITTEN NOTICE TO FORERUNNER AND(2)TO RECEIVE A PRO RATA REFUND
OF ANY PRE-PAID MAINTENANCE SERVICE CHARGES,LESS ANY SUMS DUE AND OWING
FORERUNNER ON THE DATE OF THE REFUND.
9. Licensed Technology
9.1. CUSTOMER agrees to provide FORERUNNER and its subcontractor with access to any information,materials,
and technology owned,licensed,or controlled by CUSTOMER that FORERUNNER or its subcontractor
reasonably requires for the purpose of enabling FORERUNNER or its subcontractor to perform the SERVICES
(the"Licensed Technology").
FORERUNNER TECH NOLOGIES.INC 1150-M EXECUTIVE DRIVE I EDGEWOOD, NY 11717 1 FRTINC.COM
3 1 P a g e
q
CC3P4'1MUNICATIC)R SOLUTIONS SIMPLIFIED
10. Customer Acknowledges and Agrees that:
10.1.Criminals,terrorists,or others may commit or attempt to commit unlawful,disruptive,violent,terrorist and/or
warlike acts at times and places,and in manners,that cannot be predicted or prevented.
10.2.Information technology developments,configuration or implementation changes,software modifications
(Including routine maintenance,patches, enhancements,and upgrades),human factors and other
circumstances can create new,unknown and unpredictable security exposures.
10.3.Information technology"hackers"and other third parties continue to develop and employ increasingly
sophisticated and powerful techniques and tools,which result in ever-growing security risks and potential for
causing damage to persons and property.
10.4.FORERUNNER does not make any representation or warranty(a)that CUSTOMER's or any third party's
information technology,software,information,equipment,facilities,or personnel are or will be,(i)secure or
safe from harm or(ii)secure or safe from intrusion,disruption,interception,viruses,or other security,
exposures,or damage to persons or property caused by the preceding,or(b)that Forerunner Technologies,Inc.
will provide ongoing warnings regarding such exposures;
10.5.CUSTOMER is solely responsible for complying with the legal obligations of all local country data protection
legislation,in particular with the legality of transmission of data to FORERUNNER or its subcontractor and the
legal requirements for processing of data.
11. Customer Responsibilities
11.1. CUSTOMER is responsible for the physical security of the COVERED COMPONENTS.
11.2. CUSTOMER is responsible for ensuring proper environmental conditions for COVERED COMPONENTS as
required by the manufacturer.
11.3. If CUSTOMER needs to send equipment to FORERUNNER,CUSTOMER agrees to ship such equipment
via pre-paid freight.No Charge on Delivery(COD)of returned equipment will be accepted.
11.4. CUSTOMER agrees to provide SSL,VPN and/or IP connectivity between FORERUNNER and CUSTOMER
site and COVERED COMPONENTS for SERVICES.
11.5. CUSTOMER is responsible for provisioning,maintaining and any cost related to the private connections
required for service delivery(For example:Private Tl,MPLS,and Frame Relay).
11.6. CUSTOMER is responsible for allowing access to all COVERED COMPONENTS as required by
FORERUNNER and its subcontractor.Any access-control servers required to provision access will be
provided by CUSTOMER.
11.7. CUSTOMER is responsible for the management,support,and maintenance of any non-covered component.
11.8. CUSTOMER is responsible for providing and maintaining an escalation path among CUSTOMER personnel.
11.9. CUSTOMER is responsible for end-user training unless otherwise agreed to in writing.
11.10. CUSTOMER shall provide or make available to FORERUNNER in advance and in writing,any CUSTOMER
processes or policies with which FORERUNNER and its subcontractor are expected to comply in connection
with this ATTACHMENT.
12. Travel&Expense Guidelines
12.1. FORERUNNER will pass through the travel-related expenses that are reimbursable pursuant to its Travel and
Expense Policy.All requests for reimbursable travel are subject to prior approval of the CUSTOMER's
representative prior to the travel occurring.If required,FORERUNNER will provide the CUSTOMER with
documentation of its travel-related expenses.
FORERUNNER TECHNOLOGIES.INC 1150-M EXECUTIVE DRIVE I EDGEWOOD, NY 11717 1 FRTINC.COM
41PaIje
rR
P-2 LA F0 ri crarnnnurvIcATIOiv sOLuranNaS SIMPLIFIED
13. NOTICES
13.1. All notices required under this Attachment shall be in writing and sent to each party at the address indicated
below by certified U.S.mail or other delivery service providing the sender a signature upon receipt.Such notice
shall be effective upon receipt
Customer: Town of Southold FORERUNNER TECHNOLOGIES,
INC.
53095 Route 25 150-M Executive Drive
Southold,NY 11971 Ed ewood,NY, 11717
Facsimile:631-567-2098
Business:631-337-2100
Attention: Contracts Department,
14. Force Majeure
If FORERUNNER performance is prevented,delayed,or otherwise made impractical by reason of any flood,riot,fire
strike,explosions,war,governmental action,or regulation,or any other similar cause beyond the reasonable control of
FORERUNNER,FORERUNNER shall be excused from such performance until the abatement of such.cause(s).
FORERUNNER is not responsible for any physical damage to COVERED COMPONENTS as a result of the causes or
any other reasons.
15. Assignment
Customer may not transfer or assign this Agreement to any third party without the express prior written consent of
FORERUNNER,FORERUNNER may assign this contract to any parent company,subsidiary,or affiliate of
Forerunner Technologies,Inc.,or in connection with the sale of substantially all of the assets of FORERUNNER without
Customer's consent.
16. Governing Law
This Agreement shall be governed by and construed in accordance with the domestic laws of the State of New York.
17. Non-Waiver
The waiver by either party of any default of any obligation will not operate as-a waiver of any subsequent default or
excuse any future obligation.
18. Entire Agreement
This Agreement,when executed by FORERUNNER and Customer,and approved by FORERUNNER constitutes the
entire agreement between FORERUNNER and Customer with regard to Customer's Service by FORERUNNER. Any
alterations or modifications to this Agreement must be in writing,and must be executed by both FORERUNNER and
the Customer.ANY ALTERATIONS OR MODIFICATIONS TO THIS AGREEMENT,UNLESS MADE IN
ACCORDANCE WITH THE ABOVE,SHALL BE VOID AND OF NO EFFECT.
FORERUNNER TECH NOLOGIES.INC 1150-M EXECUTIVE DRIVE I EDGEWOOD, NY 11717 1 FRTINC.COM
5 1 P a g e
t
C�C7PJIML}fVICArION e� .,47
SOLUTIONS SIMPLIr=tEL7
IN WITNESS WHEREOF,the duly authorized representatives of the parties hereto have caused this AGREEMENT to be
duly executed.
Bob Angrilla <��V l l 1'f• 1 I�SSI 1'
Forerunner Technologies,Inc.Representative(Print Name) Customer Representaatiivee(/Print Name)
SMB Sales Manager kw `IVY
Title Title / nn
Be6Aawl. June 61h.2023 � tl1 tY�-��
�
Signature Date Signature Date
If CUSTOMER is a corporation;indicate the position or office held by the person signing this Attachment on the title line.
If CUSTOMER is a partnership;the Attachment must be signed by all partners(or at least a"managing partner")with the
word partnership"on the title line.If the CUSTOMER is an individual,the phrase"Sole Proprietor"should be included on the
title line.
FORERUNNER TECHNOLOGIES.INC 1150-M EXECUTIVE DRIVE EDGEWOOD, NY 11717 FRTINC.COM
61 Pa e
0R N P, HE
JOLT
C
; _
.+ �}�- pp,,,.tg; COMMUNICATIONCOMMUNICATION �tt7i`.fS SIMPLIFIED� Ceti � Le � ds a
ATTACHMENT 1:
Maintenance Support Services
1. Maintenance Support Service Options
I.I. FORERUNNER shall provide the following Maintenance Support Services as indicated by the selected check-
box next to the services descriptions below.The SERVICES purchased by CUSTOMER are listed in Exhibit 1.
1.2. Services Descriptions:
❑ Parts Coverage:
Parts Replacement provides extended parts coverage for faulty or defective parts.If any covered part listed in
Exhibit 1 -Covered Components List and Pricing is found to be defective under normal usage,CUSTOMER will
be entitled to a full replacement of the covered part.FORERUNNER shall,during the contract period,furnish all
parts necessary to maintain the System in good working order.Any replacement parts may be either new or
refurbished but equivalent to new in operation.Parts will be furnished on an exchange basis,and any parts removed
shall become the property of FORERUNNER.
This Service does not provide coverage for labor unless Onsite Support Services is also purchased.Any labor
service provided by FORERUNNER shall be invoiced,at FORERUNNER prevailing local labor rates at the time
the service is performed,and onsite T&M hours will be billed based on FORERUNNERS current onsite hourly
minimum requirements during normal business hours or a four(4)hour minimum charge after normal business
hours per request,plus travel charges.
Labor for non-covered service calls will be chargeable to CUSTOMER in accordance with FORERUNNER local
prevailing hourly labor rates,and FORERUNNERS current onsite hourly minimum requirements during normal
business hours or a four(4)hour minimum charge after normal business hours per request,plus travel charges.
However,parts and other material costs will be covered even for after-hours service under this ATTACHMENT.
After hours service calls are billed at one and one-half times the T&M rate,and services calls on Forerunner
Technologies,Inc.-observed holidays are billed at twice the T&M rate.
Parts Replacement includes FORERUNNER Advance Replacement Program:FORERUNNER will offer
CUSTOMER parts replacement,subject to geographic availability.Destination country importation,Customer
compliance with U.S.export controls and customs processes may condition delivery times.Forerunner
Technologies,Inc.will use commercially reasonable efforts to provide Advance Replacement service for
COVERED COMPONENT as follows:
1. An Advance Replacement will ship the same day to arrive the next business day,provided
both the CUSTOMER call to FORERUNNER for notification and FORERUNNER diagnosis
and determination of the failed COVERED COMPONENT has been made before 3:00 p.m.,
local time,Monday through Friday(excluding FORERUNNER-observed holidays).For
requests after 3:00 p.m., local time,the Advance Replacement will ship the next business day.
Next day delivery is subject to parts availability.
2. Advance Replacements will be shipped using FORERUNNER preferred carrier,freight
prepaid by FORERUNNER excluding import duties,taxes and fees,where applicable.
3. CUSTOMER has thirty(30)days to return the failed COVERED COMPONENT to
FORERUNNER If CUSTOMER fails to return the failed COVERED COMPONENT to
FORERUNNER within thirty(30)days,CUSTOMER will be billed for the replacement cost
of the COVERED COMPONENT.CUSTOMER agrees to pay the replacement cost of the
COVERED COMPONENT,plus any shipping charges,if Customer does not return the
original part(s)within thirty(30)days
FORERUNNER TECHNOLOGIES.INC 1150-M EXECUTIVE DRIVE I EDGEWOOD, NY 11717 1 FRTINC.COM
71Par;e
R L3
ev! ,
'=7F`i6.3 its �� h
-,._. COrAMLJNICAi 10N SOLUT'IONS Sltti PL6FlEO
■ Software Assurance:(Aust be purchased if'Purrs Coveruze K 4unnort Ser),icev is selected)
Software Assurance is manufactures software subscription and support program that provides access to future
software versions and scheduled upgrades.Both software upgrades and limited support is included.
With Software Assurance,CUSTOMER is entitled to bug fixes,service packs,and new major and minor version
upgrades for COVERED COMPONENTS at no additional cost.CUSTOMER will be provided with access to
FORERUNNER technical experts through FORERUNNER Technical Support Center who can help ensure
CUSTOMERS current software for COVERED COMPONENTS includes all the latest features and bug fixes.
CUSTOMER will also be granted access to the Software Assurance collaboration site and technical knowledgebase.
FORERUNNER will make all software upgrades available,including any necessary licensing,from the
manufacturers licensing server.However,FORERUNNER will be responsible for downloading and applying
downloads for CUSTOMER when new software becomes available.
CUSTOMER is responsible for coordinating software upgrades from FORERUNNER as new software becomes
available and is also responsible for any costs associated with installing patches,service packs,and/or new major and
minor version upgrades.Software Assurance does not provide coverage for any labor or materials.
This Service does not provide coverage for any additional labor unless Dispatched Onsite Support Services or
Dedicated On-Site Support Services is purchased.
❑ Remote Monitoring:
Remote Monitoring provides remote monitoring of FORERUNNER voice network components.FORERUNNER
fully automated monitoring system will immediately e-mail CUSTOMER of critical component alarms in order to
help identify and isolate failures.
FORERUNNER will provide CUSTOMER with 240 remote monitoring of SNMP enables voice components and
critical voice network functions in order to identify component and voice related network issues.
Remote Monitoring provides CUSTOMER notification of detected component alarms.
This service does not provide Incident Management of the detected component alarms.CUSTOMER is responsible
for further troubleshooting detected component alarms unless This Service does not provide coverage for any
additional labor unless Dispatched Onsite Support Services or Dedicated On-Site Support Services is purchased.
All hardware provided for the purpose of Remote Monitoring or Incident Management is the property of
FORERUNNER and shall be returned to FORERUNNER at the customer's expense,upon termination or
cancellation of the Agreement.
❑ Remote Support:
Remote Support provides CUSTOMER with access to Forerunner Technologies'Technical Support Center and
entitles CUSTOMER to technical phone support on hardware failures,configuration problems as well as connectivity
and upgrade issues.In accordance with the provisions of this ATTACHMENT,FORERUNNER shall provide the
CUSTOMER with following:
1. Assist CUSTOMER by telephone or e-mail.
2. Provide access to FORERUNNER Technical Support Center.
FORERUNNER TECHNOLOGIES.INC 1150-M EXECUTIVE DRIVE EDGEWOOD, NY 11717 FRTINC.COM
8 1 P a?e
m NARO
4' E` Ftp CON21MUMICA€"IC]NSOLUTIONS SIMPLIFIED
Dispatched Support Services
Labor Support Services provides labor coverage to dispatch a technician to CUSTOMER site for onsite repairs or to
resolve service problems.Onsite Repair also includes onsite preventative maintenance tasks and periodic testing of
CUSTOMER communications system in order to ensure system reliability and stability.
FORERUNNER shall dispatch certified service personnel to CUSTOMER premises to perform necessary repairs,
unless FORERUNNER is able to perform repairs from a remote location.FORERUNNER shall conduct remote
diagnostic testing when applicable.Any service specifically requested by CUSTOMER outside Standard PPM is
billable at the then prevailing After-hours or Holiday time and materials rates,respectively,according to holidays
observed by FORERUNNER,and Onsite T&M hours will be billed based on FORERUNNERS current onsite
hourly minimum requirements during normal business hours or a four(4)hour minimum charge after normal
business hours per request,plus travel charges.After hours service calls are billed at one and one-half times the T&M
rate,and services calls on FORERUNNER-observed holidays are billed at twice the T&M rate.
The requested service level option for Dispatched Support Services is identified by the selection in section
2-Maintenance Support Services Service Levels.
Dispatched Support Services does not provide parts coverage for faulty or defective parts unless Parts
Coverage is also purchased.
Dedicated On-Site Support Services
On-Site Support Services provides a dedicated FORERUNNER service technician(s)placed on CUSTOMERS
premise to manage and maintain CUSTOMERS PBX platform and peripherals.FORERUNNER shall,during the
contract period,furnish all labor necessary to maintain the COVERED COMPONENTS in good working order,or
provide such other coverage as specified in this ATTACHMENT.
PPM is 9x5(Monday through Friday,excluding FORERUNNER-observed holidays,from 8 AM to 5 PM
CUSTOMER local time zone unless otherwise authorized by FORERUNNER management).Services include a
maximum of forty(40)hours per week of onsite labor provided by an assigned service technician.The assigned
service technician is to be allowed up to ten(10)sick days per annum without backfill,credit,or refund of any
payments made.Repair services must be prioritized as primary responsibility.Any hours expended above and beyond
forty(40)hours per week will be billed at prevailing hourly T&M rates and minimums.Hours not expended upon the
expiration of this Attachment will not be carried over or credited.
The requested Service Level option is selected below:
Selected Service Level Option
eEmergency after-hours services included.
After hours on call dedicated technician services included.
Dedicated On-Site Support Services does not provide parts coverage for faulty or defective parts unless Parts Only
Coverage is also purchasers
2. Maintenance Support Services
Service Levels
2.1. FORERUNNER shall provide the SERVICES as specified in Attachment 1 -Maintenance Support Services of this
ATTACHMENT. Performance metrics associated with the SERVICES are specified below. The SERVICES and
Service Levels described in this ATTACHMENT are applicable only to the applications and components listed in
Appendix 1 -Covered Components List.
FORERUNNER TECHNOLOGIES.INC 1150-M EXECUTIVE DRIVE I EDGEWOOD, NY 11717 FRTINC.COM
91 P a t e
f,•- - :�» COM MUl`v1iCATION SOLUTIONS CIM PLIPIEO
2.1.1. Service Level:
PPM is 24x7 and SLA is four(4) hour response time to maintenance incidents of Major System Failure, and
next business day response time to routine incidents as required.
3. Non-Covered Services
3.1. FORERUNNER will attempt to respond promptly to all requests for service.If service is required outside
FORERUNNER normal service hours,labor for such non-covered service calls will be chargeable to
CUSTOMER in accordance with FORERUNNER local prevailing hourly labor rates and current onsite hourly
minimum requirements during normal business hours or a four(4)hour minimum charge after normal business
per request,plus travel charges.Any service specifically requested by CUSTOMER outside standard PPM is
billable at the then prevailing After-hours or Holiday time and materials rates,respectively,according to holidays
observed by FORERUNNER and on-site hours require a four(4)-hour minimum per request,plus travel charges.
After hours service calls are billed at one and one-half times the T&M rate,and services calls on FORERUNNER-
observed holidays are billed at twice the T&M rate.
4. Rework
4.1. For any rework or additional work that FORERUNNER is required to perform because of inaccurate information
provided by CUSTOMER and/or CUSTOMER's failure to perform its responsibilities under this ATTACHMENT,
Forerunner Technologies,Inc.will invoice CUSTOMER on a time and materials basis and CUSTOMER agrees to
pay such invoice.
1 Acceptance acknowledged by duly authorized representative as of the date set forth below:
Bob Angrilla S 0-\\ A . l.\�
Forerunner Technologies,Inc.Representative(Print Name) Customer Representative
(Print Name)
SMB Sales Manager SV
Title Title
8a6A+y,Bee June Gth.2023 �� c73
Signature Date Signature Date
FORERUNNER TECH NOLOGIES.INC 1150-M EXECUTIVE DRIVE I EDGEWOOD, NY 11717 FRTINC.COM
101Paee
REHN ,&,
.. � COMMUNICATION SOLUTIONS SIMPLIFIED
EXHIBIT 1
Covered Components List and Pricing
Site Name Town of Southold
Site Address.' 53095 Route 25
Southold NY 11971
Covered;Componenf: ,:' • ' : , .r,=: °< Pons: '=:", °Extended Annuals'
,..
rl:.oe.P
:�d
Town Hall 53095 Route 25 Southold NY 11971 54 $540.00
Human Resources Dept 750 Pacific St.Mattituck,NY 11952 31 $310.00
Police Dept.41405 Route 25 Peconic NY 11958 54 $540.00
Highway De t.275 Peconic Ln.Peconic NY 11958 31 $310.00
Recreation Dept.970 Peconic Ln Peconic NY 11958 31 -, $310.00
_..Annual Total: $2,010.00
FORERUNNER TECHNOLOGIES.INC 1150-M EXECUTIVE DRIVE EDGEWOOD, NY 11717 FRTINC.COM
111Pa=
�,. S u4.a} k'y
�-.as as l! COMMUNICATION SOLUTIONS SIMPLIFIED
EXHIBI 2
Acceptable Use Policy(AUP)
The Acceptable Use Policy for the SERVICES(the"Policy"or"AUP")is designed to protect FORERUNNER and its
subcontractors,their customers,and the Internet community in general from irresponsible or,in some cases,illegal activities.The
Policy is a non-exclusive list of the actions prohibited by FORERUNNER. FORERUNNER reserves the right to modify the
Policy at any time.
Prohibited uses include:
• Transmission,distribution,or storage of any material in violation of any applicable law or regulation is prohibited.
This includes,without limitation,material protected by copyright,trademark,and trade secret or other intellectual
property right used without proper authorization,and material that is obscene,defamatory,constitutes an illegal threat,
or violates export control laws.
• Sending unsolicited mail messages,including the sending of"junk mail"or other advertising material to individuals
who did not specifically request such material("e-mail spam").This includes,but is not limited to,bulk-mailing of
commercial advertising,informational announcements,and political tracts.Forerunner Technologies,Inc.services may
not be used to solicit Subscribers from,or collect replies to,messages sent from another Internet Service Provider
where those messages violate this Policy or that of the other provider.
• Unauthorized use,or forging,of mail header information(e.g."spoofing").
• Unauthorized attempts by a user to gain access to any account or computer resource not belonging to that user
(e.g.,"cracking").
• Obtaining or attempting to obtain service by any means or component with intent to avoid payment.
• Unauthorized access,alteration,destruction,or any attempt thereof,of any information of any Forerunner Technologies,
Inc.Subscribers or end-users by any means or component.
• Knowingly engage in any activities that will cause a denial-of-service(e.g.,mail bombs)to any Forerunner
Technologies,Inc.Subscribers,or end-users whether on the network or on another provider's network.
• Advertising,transmitting,or otherwise making available any software,program,product,or service that is
designed to violate this AUP or the Acceptable Use Policy of any other Internet Service Provider,which includes,but is
not limited to,the facilitation of the means to send e-mail spam,initiation of pinging,flooding,mail-bombing,denial
of service attacks,and piracy of software.
• Using FORERUNNER or its subcontractor's services to interfere with the use of the network by other Subscribers or
authorized users.
Subscriber is responsible for the activities of its Subscriber base/representatives or end-users and,by accepting SERVICES from
FORERUNNER or its subcontractors,is agreeing to ensure that its representatives or end-users abide by this Policy.Complaints
about Subscribers/representatives or end-users of Subscriber will be forwarded to the FORERUNNER Subscriber's postmaster
for action.If violations of the AUP occur,FORERUNNER reserves the right to terminate SERVICES with or take action to
stop the offending Subscriber from violating the AUP as FORERUNNER deems appropriate,without notice.The then-current
version of this AUP may be obtained,upon request,from FORERUNNER.
Please review all of our current rates and rate changes at httos://frtinc.com/labor-rates/
FORERUNNER TECH NOLOGIES.INC 1150-M EXECUTIVE DRIVE] EDGEWOOD, NY 11717 1 FRTINC.COM
121Page