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HomeMy WebLinkAboutAGENDA REPORT 2021 0317 CCSA REG ITEM 10KCITY OF MOORPARK, 
CALIFORNIA City Council Meeting of March 17, 2021 ACTION Approved Staff Recommendation, as Amended by Supplemental Report. (Roll Call Vote: Unanimous). BY B.Garza. K. Consider Agreement with Digital Telecommunications Corporation for City Hall Telephone System Replacement, Citywide Telephone Systems Service and Maintenance, and Communications Cabling, Networking, Installation, and Software Services; and Consider Waiver of City Purchasing Procedure Pursuant to Moorpark Municipal Code Section 3.04.120. Staff Recommendation: 1) Adopt Resolution No. 2021-____; and 2) Approve Agreement with Digital Telecommunications Corporation, authorize the City Manager to execute the Agreement in the amount of $132,735.88 subject to final language approval by the City Manager, and transfer appropriate amounts between those Funds and distribute overhead costs to corresponding Divisions accordingly. ROLL CALL VOTE REQUIRED (Staff: Chris Thompson) Item: 10.K. MOORPARK CITY COUNCIL AGENDA REPORT TO: Honorable City Council FROM: Kambiz Borhani, Finance Director BY: Chris Thompson, Senior Information Systems Analyst DATE: 03/17/2021 Regular Meeting SUBJECT: Consider Agreement with Digital Telecommunications Corporation for City Hall Telephone System Replacement, Citywide Telephone Systems Service and Maintenance, and Communications Cabling, Networking, Installation, and Software Services; and Consider Waiver of City Purchasing Procedure Pursuant to Moorpark Municipal Code Section 3.04.120 BACKGROUND AND DISCUSSION City Hall Telephone System The telephone system that currently serves City Hall has reached its end of life and is no longer supported by the manufacturer. Parts, add-on components, and licenses are no longer available for purchase and/or replacement, and support for the system is currently provided only by the City's maintenance and support contractor; therefore, a system replacement is now warranted. Staff solicited a bid for the replacement telephone system from Digital Telecommunications Corporation (DTC), who installed and currently maintains the City's telephone systems. This quote was prepared under the auspices of California Multiple Award Schedule Contract No. 3-13-70-0310F. This Contract was awarded to DTC as a result of a solicitation for bids by the California Department of General Services. Cities may derive benefit from these contracts by electing to obtain goods or services under the terms established by the State. The quote for hardware and installation of the replacement City Hall telephone system that can easily be relocated and re-terminated is $39,520.88. This expenditure will be paid for with CARES Act funding. Service and Maintenance Agreement for Citywide Telephone Systems In 2008, the City Manager executed a Service and Maintenance Agreement with DTC for ongoing maintenance and support of the City's telephone systems. City Council approved Item: 10.K. 275 Honorable City Council 03/17/2021, Regular Meeting Page 2 a new agreement with DTC on March 2, 2016, which extended the term of the ongoing maintenance contract indefinitely but set a not-to-exceed amount of $47,536.00. Total expenditures on ongoing maintenance are now approaching that limit, so City Council approval of a new agreement is necessary for continued support and maintenance. The draft agreement covered parts and labor for repair of the Citywide telephone systems, as well as software maintenance and updates required by the manufacturer. The cost to provide these services at City Hall, the Arroyo Vista Recreation Center, the Moorpark Library, Public Works Facility, Police Services Center, and Emergency Operations Center was quoted as $38,215 over a five-year term. Compared with the previous five-year service agreement, this figure represents a savings of $9,321. During the term of the agreement, annual costs to the City range from $4,583 to $8,751. As the City’s telephone systems age, service calls and repairs are anticipated to increase, resulting in higher costs. It should also be noted that the service cost for the first year of the agreement is partially offset by costs incurred in the City Hall phone system upgrade outlined above. The draft agreement contains provisions for increasing or decreasing the value of the agreement as the City adds or subtracts telephone lines and equipment during the term of the agreement. Staff is also requesting a contingency of $5,000 to cover unexpected maintenance and repair costs over the term of the agreement. Blanket Agreement for Communications Cabling, Networking, Installation, Software, and Other Services From time to time, the City hires a consultant to maintain and expand the City's technology and telecommunications infrastructure through physical installation of cables and equipment, as well as software purchase and configuration. In 2016, City Council approved an agreement with DTC to obtain such services on an as needed basis. Staff is recommending a new blanket agreement with DTC to provide communications cabling, networking, installation, and software services for the same term as the Service and Maintenance Agreement, with a not-to-exceed amount of $50,000 over the five-year term. As a blanket agreement, however, the City will only pay for any services requested. The draft agreement does not commit the City to purchasing any services, and the City will not pay anything under this agreement if no services are utilized. Waiver of City Purchasing Procedure Pursuant to Moorpark Municipal Code Section 3.04.120 A set of unique circumstances exist related to the proposed Agreement which serve to exempt it from the City’s standard purchasing practice. First, the bid for the replacement of the City Hall telephone system was secured pursuant to a duly bid statewide contract award. Second, purchases made with CARES Act funding are exempt from normal 276 Honorable City Council 03/17/2021, Regular Meeting Page 3 bidding requirements. Third, the product and system-specific nature of the ongoing maintenance services secured by the proposed Agreement are so unique to the City’s system that they can be reasonably construed to be sole-source in nature. In addition to the foregoing, staff can confirm DTC’s adequate competency and ability to provide these products and services cost-effectively. For these reasons, staff is requesting that City Council consider waiving the City’s purchasing requirements pursuant to Moorpark Municipal Code Section 3.04.130 and authorize the City Manager to execute the agreement. FISCAL IMPACT Digital Telecommunication Corporation's total proposal is for $132,735.88. The cost of three components of the draft agreement is summarized below: City Hall Telephone System Replacement $39,520.88 Five-Year Service and Maintenance Agreement $38,215.00 Service and Maintenance Agreement Contingency $5,000.00 Five-Year Blanket Agreement for Other Services $50,000.00 Total $132,735.88 The City Hall telephone system replacement will be paid for with CARES Act Funding. A budget transfer of $50,000 will be made from 1000-000-E0075-46530 to 9000-134-00000- 51000, and from there $45,050 of overhead costs will be distributed to those divisions where normal Information System costs from Internal Services Fund are dispersed. The portion of Service and Maintenance Agreement for March through June of 2021 will be paid from the Internal Services Fund (9000-134-00000-51000) included in the FY 2020/21 Budget. The funding for the remainder of the term of the Agreement will be appropriated during the corresponding annual budget development. Having a five-year blanket agreement for communications cabling, networking, installation, software, and other services will have no fiscal impact, as funds will only be expended when otherwise appropriated by the City Council. A funding source for any services purchased through the agreement will be identified at the time of appropriation. COUNCIL GOAL COMPLIANCE This action is consistent with City Council Strategy 4, Goal 1: “Evaluate and improve internal infrastructure (operations, technology, software, facilities, data connectivity) to facilitate efficient service delivery.” 277 Honorable City Council 03/17/2021, Regular Meeting Page 4 STAFF RECOMMENDATION (ROLL CALL VOTE REQUIRED) 1. Adopt Resolution No. 2021-____; and 2. Approve Agreement with Digital Telecommunications Corporation, authorize the City Manager to execute the Agreement in the amount of $132,735.88 subject to final language approval by the City Manager, and transfer appropriate amounts between those Funds and distribute overhead costs to corresponding Divisions accordingly. Attachment 1: Draft Resolution No. 2021-___ Attachment 2: Draft Agreement 278 ATTACHMENT 1 RESOLUTION NO. 2021-___ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MOORPARK, CALIFORNIA, AMENDING THE FISCAL YEAR 2020/21 BUDGET TO APPROPRIATE $85,000 FROM THE CARES ACT FUND FOR CITY HALL TELEPHONE SYSTEM UPGRADES, SERVICE COSTS, AND OTHER SERVICES WHEREAS, the City Council adopted the Operating and Capital Improvements Budget for Fiscal Year 2020/21 on June 21, 2020; and WHEREAS, a staff report has been presented to the City Council requesting approval of an agreement with Digital Telecommunication Company, for City Hall telephone system upgrades, service costs, and other services; and WHEREAS, costs incurred under the agreement will be absorbed by CARES Act funds; and WHEREAS, Exhibit A hereto describes said budget amendment and its resultant impact to the budget line items. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MOORPARK DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1. A budget amendment of $50,000 from CARES Act revenue to the Information Systems Internal Services Fund is requested, along with $45,050 in overhead costs, to be distributed to those divisions where normal Information Systems costs from the Internal Services Fund are dispersed as shown on Exhibit A, to fund an agreement with Digital Telecommunication Company for City Hall telephone system upgrades, service costs, and other services. SECTION 2. The City Clerk shall certify to the adoption of this resolution and shall cause a certified resolution to be filed in the book of original resolutions. PASSED AND ADOPTED this 17th day of March, 2021. ________________________________ Janice S. Parvin, Mayor ATTEST: ___________________________________ Ky Spangler, City Clerk Attachment: Exhibit A – Budget Amendment 279 REVENUE BUDGET ALLOCATION: Fund-Account Number Amount 1000-000-E0075-46530 50,000.00$ Total 50,000.00$ EXPENDITURES BUDGET ALLOCATION: Account Number Current Budget Revision Amended Budget 9000-134-00000-51000 447,146.00$ 50,000.00$ 497,146.00$ 1000-120-00000-56000 26,613.00$ 1,156.00$ 27,769.00$ 1000-132-00000-56000 169,879.00$ 7,463.00$ 177,342.00$ 1000-133-00000-56000 32,805.00$ 1,426.00$ 34,231.00$ 1000-151-00000-56000 59,389.00$ 2,581.00$ 61,970.00$ 1000-310-00000-56000 64,444.00$ 2,801.00$ 67,245.00$ 1000-441-00000-56000 35,515.00$ 1,544.00$ 37,059.00$ 1000-510-00000-56000 294,566.00$ 12,878.00$ 307,444.00$ 1010-530-00000-56000 108,532.00$ 4,725.00$ 113,257.00$ 2200-160-00000-56000 111,485.00$ 4,846.00$ 116,331.00$ 2390-541-00000-56000 64,085.00$ 2,786.00$ 66,871.00$ 2410-445-P0002-56000 12,354.00$ 537.00$ 12,891.00$ 2415-311-00000-56000 53,064.00$ 2,307.00$ 55,371.00$ 9000-134-00000-56000 $ (391,350.00)(45,050.00)$ $ ( 436,400.00) Total $ 1,658,527.00 50,000.00$ 1,708,523.00$ Fund Title GF - CARES2020 CORONAVIRUS RELIEF FUND EXHIBIT A BUDGET AMENDMENT FOR INFORMATION SYSTEMS DIVISION INTERNAL SERVICES FUND - INFORMATION SYSTEMS CITY HALL TELEPHONE SYSTEM UPGRADE FY 2020/21 280 ATTACHMENT 2 AGREEMENT BETWEEN THE CITY OF MOORPARK AND DIGITAL TELECOMMUNICATIONS CORPORATION, DBA DTC, FOR CITY HALL TELEPHONE SYSTEM REPLACEMENT, CITYWIDE TELEPHONE SYSTEMS SERVICE AND MAINTENANCE, AND COMMUNICATIONS CABLING, NETWORKING, INSTALLATION AND SOFTWARE SERVICES THIS AGREEMENT is made and effective as of this ________ day of _________________________ 2021, between the City of Moorpark, a municipal corporation ("City") and Digital Telecommunications Corporation, a corporation ("Consultant"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: WHEREAS, City has the need for replacement of a telephone system at City Hall, service and maintenance of its Citywide telephone systems, and communications cabling, networking, installation. and software services; and WHEREAS, Consultant specializes in providing such services and has the proper work experience, certifications, and background to carry out the duties involved; and WHEREAS, Consultant has submitted to City Proposals for City Hall telephone system replacement, Citywide telephone systems service and maintenance, and communications cabling, networking, installation, and software services, which are attached hereto as Exhibits B, C, and D, respectively. NOW, THEREFORE, in consideration of the mutual covenants, benefits, and premises herein stated, the parties hereto agree as follows: 1. TERM The term of this Agreement shall be from the date of execution to completion of the work identified in the Scope of Services and in conformance with Exhibits B, C, and D, unless this Agreement is terminated or suspended pursuant to this Agreement. 2. SCOPE OF SERVICES City does hereby retain Consultant, as an independent contractor, in a contractual capacity, to replace the City Hall telephone system and integrate it with the City's existing main telephone system, as set forth in Exhibit B, for a total not to exceed amount of thirty-nine thousand five hundred twenty dollars and eighty-eight cents ($39,520.88). Consultant is also retained in a contractual capacity to provide service and maintenance of Citywide telephone systems, as set forth in Exhibit C, for a total not to exceed thirty-eight thousand two hundred fifteen dollars ($38,215.00), plus a contingency in the amount of five thousand dollars ($5,000.00), notwithstanding that City may elect to cancel certain coverage items by providing thirty (30) days’ notice. Consultant is also retained in a contractual capacity to provide communications cabling, networking, installation, and software services as set forth in Exhibit D, when such 281 Digital Telecommunications Corporation Page 2 of 15 services are approved in writing by City and Consultant as an Additional Services Authorization or an amendment to the Agreement, for a total not to exceed fifty thousand dollars ($50,000.00). In the event there is a conflict between the provisions of Exhibits B, C, and/or D and this Agreement, the language contained in this Agreement shall take precedence. Consultant shall perform the scope of services described and set forth in Exhibits B, C, and D. For the work to be performed as set forth in Exhibit B, City and Consultant shall agree in writing to the schedule of performance prior to the initiation of work. For the maintenance services to be performed as set forth in Exhibit C, the schedule of performance shall be as also set forth in Exhibit C. For the scope of services to be performed as set forth in Exhibit D, the schedule of performance shall be included in Additional Services Authorizations or amendments to the Agreement, as required by City, and approved in writing by both parties consistent with this Agreement and prior to the initiation of work. Compensation for the services to be performed by Consultant shall be in accordance with Exhibits B, C, and D. Compensation shall not exceed the rates or total contract value of ninety-one thousand seven hundred thirty-five dollars and eighty-eight cents ($132,735.88), as stated in Exhibits B, C, and D, without a written amendment to the Agreement executed by both parties. Payment by City to Consultant shall be in accordance with the provisions of this Agreement. 3. PERFORMANCE Consultant shall at all times faithfully, competently and to the best of their ability, experience, standard of care, and talent, perform all tasks described herein. Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Consultant hereunder in meeting its obligations under this Agreement. 4. MANAGEMENT The individual directly responsible for Consultant’s overall performance of the Agreement provisions herein above set forth and to serve as principal liaison between City and Consultant shall be Dennis Ledford, and no other individual may be substituted without the prior written approval of the City Manager. The City’s contact person in charge of administration of this Agreement, and to serve as principal liaison between Consultant and City, shall be the City Manager or the City Manager’s designee. 282 Digital Telecommunications Corporation Page 3 of 15 5. PAYMENT Taxpayer ID or Social Security numbers must be provided, on an IRS W-9 form, before payments may be made to vendors. The City agrees to pay Consultant to replace the City Hall telephone system and integrate it with the City's existing main telephone system located at City Hall, in accordance with the payment rates and terms and the schedule of payment as set forth in Exhibit B. This amount shall not exceed thirty-nine thousand five hundred twenty dollars and eighty-eight cents ($39,520.88) for the total term of the Agreement unless additional payment is approved as provided in this Agreement. The City agrees to pay Consultant for service and maintenance of Citywide telephone systems in accordance with the payment rates and terms and the schedule of payment as set forth in Exhibit C, notwithstanding that City may elect to cancel certain coverage items, including for listed City facilities, by providing thirty (30) days’ notice. The total amount for service and maintenance consistent with Exhibit C shall not exceed thirty-eight thousand two hundred fifteen dollars ($38,215.00), plus a contingency in the amount of five thousand ($5,000.00) for the total term of the Agreement unless additional payment is approved as provided in this Agreement. The City agrees to pay Consultant for communications cabling, networking, installation, and software services as requested by the City, and approved in writing by City and Consultant, in accordance with the payment rates and terms and the schedule of payment as set forth in Exhibit D, based upon actual time spent on the approved tasks. The total amount for services requested and performed consistent with Exhibit D shall not exceed fifty thousand dollars ($50,000.00) for the total term of the Agreement unless additional payment is approved as provided in this Agreement. Consultant shall not be compensated for additional services rendered in connection with its performance of this Agreement, unless such additional services and compensation are authorized, in advance, in a written amendment to the agreement or as may be approved through Additional Services Authorizations executed by both parties for additional services to be performed in accordance with Exhibit D. Any additional work to be performed by Consultant that exceeds the total value of this Agreement will require additional authorization from the City Council. Consultant shall submit invoices monthly for actual services performed. Invoices shall be submitted on or about the first business day of each month, or as soon thereafter as practical, for services provided in the previous month. Payment shall be made within thirty (30) days of receipt of each invoice as to all non-disputed fees. Any expense or reimbursable cost appearing on any invoice shall be accompanied by a receipt or 0th.er documentation subject to approval of the City Manager. If the City disputes any of Consultant's fees or expenses it shall give written notice to Consultant within thirty (30) days of receipt of any disputed fees set forth on the invoice 283 Digital Telecommunications Corporation Page 4 of 15 6. TERMINATION OR SUSPENSION WITHOUT CAUSE The City may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the Consultant at least thirty (30) days prior written notice. Upon receipt of said notice, the Consultant shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement such suspension or termination shall not make void or invalidate the remainder of this Agreement. The Consultant may terminate this Agreement only by providing City with written notice no less than sixty (60) days in advance of such termination. In the event this Agreement is terminated or suspended pursuant to this Section, the City shall pay to Consultant the actual value of the work performed up to the time of termination or suspension, provided that the work performed is of value to the City. Upon termination or suspension of the Agreement pursuant to this Section, the Consultant will submit an invoice to the City pursuant to this Agreement. 7. DEFAULT OF CONSULTANT The Consultant’s failure to comply with the provisions of this Agreement shall constitute a default. In the event that Consultant is in default for cause under the terms of this Agreement, City shall have no obligation or duty to continue compensating Consultant for any work performed after the date of default and can terminate or suspend this Agreement immediately by written notice to the Consultant. If such failure by the Consultant to make progress in the performance of work hereunder arises out of causes beyond the Consultant’s control, and without fault or negligence of the Consultant, it shall not be considered a default. If the City Manager or the City Manager’s designee determines that the Consultant is in default in the performance of any of the terms or conditions of this Agreement, designee shall cause to be served upon the Consultant a written notice of the default. The Consultant shall have ten (10) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement. 8. LIQUIDATED DAMAGES [This section intentionally deleted] 9. OWNERSHIP OF DOCUMENTS Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts, and other such information required by City that relate to the 284 Digital Telecommunications Corporation Page 5 of 15 performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to the representatives of City or the City’s designees at reasonable times to such books and records; shall give the City the right to examine and audit said books and records; shall permit City to make transcripts therefrom as necessary; and shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement. Notification of audit shall be provided at least thirty (30) days before any such audit is conducted. Such records, together with supporting documents, shall be maintained for a period of ten (10) years after receipt of final payment. Upon completion of, or in the event of termination or suspension without cause of this Agreement, all original documents, designs, drawings, maps, models, computer files, surveys, notes, and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall become the sole property of the City and may be used, reused, or otherwise disposed of by the City without the permission of the Consultant. With respect to computer files, Consultant shall make available to the City, at the Consultant’s office and upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring, and printing computer files. 10. INDEMNIFICATION AND HOLD HARMLESS Consultant shall indemnify, defend and hold harmless City, and any and all of its officers, employees, and agents (“City Indemnitees”) from and against any and all causes of action, claims, liabilities, obligations, judgments, or damages, including reasonable legal counsels’ fees and costs of litigation (“claims”), arising out of the Consultant’s performance of its obligations under this Agreement or out of the operations conducted by Consultant, including the City’s active or passive negligence, except for such loss or damage arising from the sole negligence or willful misconduct of the City. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from Consultant’s performance of this Agreement, the Consultant shall provide a defense to the City Indemnitees or at the City’s option reimburse the City Indemnitees their costs of defense, including reasonable legal counsels’ fees incurred in defense of such claims. Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth in this Section from each and every subcontractor, or any other person or entity involved by, for, with, or on behalf of Consultant in the performance of this Agreement. In the event Consultant fails to obtain such indemnity obligations from others as required here, Consultant agrees to be fully responsible according to the terms of this Section. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth here is binding on the successors, assigns, or heirs of Consultant and shall survive the termination of this Agreement or this Section. 285 Digital Telecommunications Corporation Page 6 of 15 City does not and shall not waive any rights that it may have against Consultant by reason of this Section, because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. The hold harmless and indemnification provisions shall apply regardless of whether or not said insurance policies are determined to be applicable to any losses, liabilities, damages, costs, and expenses described in this Section. 11. INSURANCE Consultant shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit A attached hereto and incorporated herein by this reference as though set forth in full. 12. INDEPENDENT CONSULTANT Consultant is and shall at all times remain as to the City a wholly independent Contractor. The personnel performing the services under this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Neither City nor any of its officers, employees, or agents shall have control over the conduct of Consultant or any of Consultant’s officers, employees, or agents, except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, employees, or agents of the City. Consultant shall not incur or have the power to incur any debt, obligation, or liability against City, or bind City in any manner. No employee benefits shall be available to Consultant in connection with the performance of this Agreement. Except for the fees paid to Consultant as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing services hereunder. 13. LEGAL RESPONSIBILITIES The Consultant shall keep itself informed of local, state and federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Consultant shall at all times observe and comply with all such laws and regulations, including but not limited to the Americans with Disabilities Act and Occupational Safety and Health Administration laws and regulations. The City, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the Consultant to comply with this Section. 14. ANTI DISCRIMINATION Neither the Consultant, nor any subconsultant under the Consultant, shall discriminate in employment of persons upon the work because of race, religious creed, 286 Digital Telecommunications Corporation Page 7 of 15 color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status of such person; or any other basis protected by applicable federal, state, or local law, except as provided in Section 12940 of the Government Code. The Consultant shall have responsibility for compliance with this Section, if applicable [Labor Code Sec. 1735]. 15. UNDUE INFLUENCE Consultant declares and warrants that no undue influence or pressure is used against or in concert with any officer or employee of the City in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of the City will receive compensation, directly or indirectly from Consultant, or any officer, employee or agent of Consultant, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement. Violation of this Section shall be a material breach of this Agreement entitling the City to any and all remedies at law or in equity. 16. NO BENEFIT TO ARISE TO LOCAL EMPLOYEES No member, officer, or employee of the City, or their designees or agents, and no public official who exercises authority over or responsibilities with respect to the Services during his/her tenure or for one (1) year thereafter, shall have any interest, direct or indirect, in any agreement or sub-agreement, or the proceeds thereof, for work to be performed in connection with the Services performed under this Agreement. 17. CONFLICT OF INTEREST Consultant covenants that neither they nor any officer or principal of their firm have any interests, nor shall they acquire any interest, directly or indirectly, which will conflict in any manner or degree with the performance of their services hereunder. Consultant further covenants that in the performance of this Agreement, they shall employ no person having such interest as an officer, employee, agent, or subconsultant. Consultant further covenants that Consultant has not contracted with nor is performing any services directly or indirectly, with the developer(s) and/or property owner(s) and/or firm(s) and/or partnership(s) and/or public agency(ies) owning property and/or processing an entitlement application for property in the City or its Area of Interest, now or within the past one (1) year, and further covenants and agrees that Consultant and/or its subconsultants shall provide no service or enter into any contract with any developer(s) and/or property owner(s) and/or firm(s) and/or partnership(s) and/or public agency(ies) owning property and/or processing an entitlement application for property in the City or its Area of Interest, while under contract with the City and for a one (1) year time period following termination of this Agreement. 287 Digital Telecommunications Corporation Page 8 of 15 18. NOTICE Any notice to be given pursuant to this Agreement shall be in writing, and all such notices and any other document to be delivered shall be delivered by personal service or by deposit in the United States mail, certified or registered, return receipt requested, with postage prepaid, and addressed to the party for whom intended as follows: To: City Manager City of Moorpark 799 Moorpark Ave. Moorpark, CA 93021 To: Digital Telecommuncations Corporation Attn: Gordon Maccani 25709 Rye Canyon Rd. Santa Clarita, CA 91355 Either party may, from time to time, by written notice to the other, designate a different address or contact person, which shall be substituted for the one above specified. Notices, payments and other documents shall be deemed delivered upon receipt by personal service or as of the third (3rd) day after deposit in the United States mail. 19. CHANGE IN NAME Should a change be contemplated in the name or nature of the Consultant’s legal entity, the Consultant shall first notify the City in order that proper steps may be taken to have the change reflected in the Agreement documents. 20. ASSIGNMENT Consultant shall not assign this Agreement or any of the rights, duties or obligations hereunder. It is understood and acknowledged by the parties that Consultant is uniquely qualified to perform the services provided for in this Agreement. 21. LICENSES At all times during the term of this Agreement, Consultant shall have in full force and effect, all licenses required of it by law for the performance of the services in this Agreement. 22. VENUE AND GOVERNING LAW This Agreement is made, entered into, and executed in Ventura County, California, and any action filed in any court or for arbitration for the interpretation, enforcement or other action of the terms, conditions, or covenants referred to herein shall be filed in the applicable court in Ventura County, California. The City and 288 Digital Telecommunications Corporation Page 9 of 15 Consultant understand and agree that the laws of the State of California shall govern the rights, obligations, duties, and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. 23. COST RECOVERY In the event any action, suit or proceeding is brought for the enforcement of, or the declaration of any right or obligation pursuant to this Agreement or as a result of any alleged breach of any provision of this Agreement, the prevailing party shall be entitled to recover its costs and expenses from the losing party, and any judgment or decree rendered in such a proceeding shall include an award thereof. 24. ENTIRE AGREEMENT This Agreement and the Exhibits attached hereto contain the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged into this Agreement and shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party’s own independent investigation of any and all facts such party deems material. 25. CAPTIONS OR HEADINGS The captions and headings of the various Articles, Paragraphs, and Exhibits of this Agreement are for convenience and identification only and shall not be deemed to limit or define the content of the respective Articles, Paragraphs, and Exhibits hereof. 26. AMENDMENTS Any amendment, modification, or variation from the terms of this Agreement shall be in writing and shall be effective only upon approval by both parties to this Agreement. 27. PRECEDENCE In the event of conflict, the requirements of the City’s Request for Proposal, if any, and this Agreement shall take precedence over those contained in the Consultant’s Proposal. 28. INTERPRETATION OF AGREEMENT Should interpretation of this Agreement, or any portion thereof, be necessary, it is deemed that this Agreement was prepared by the parties jointly and equally, and shall not be interpreted against either party on the ground that the party prepared the Agreement or caused it to be prepared. 29. WAIVER 289 Digital Telecommunications Corporation Page 10 of 15 No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any such waiver constitute a continuing or subsequent waiver of the same provision. No waiver shall be binding unless executed in writing by the party making the waiver. 30. AUTHORITY TO EXECUTE The person or persons executing this Agreement on behalf of the Consultant warrants and represents that he/she has the authority to execute this Agreement on behalf of the Consultant and has the authority to bind Consultant to the performance of obligations hereunder. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF MOORPARK DIGITAL TELECOMMUNICATIONS CORPORATION __________________________________ __________________________________ Troy Brown, City Manager Gordon Maccani, Chief Executive Officer Attest: __________________________________ Ky Spangler, City Clerk 290 Digital Telecommunications Corporation Page 11 of 15 Exhibit A INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of Work, Consultant will maintain insurance in conformance with the requirements set forth below. Consultant will use existing coverage to comply with these requirements. If that existing coverage does not meet requirements set forth here, Consultant agrees to amend, supplement or endorse the existing coverage to do so. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to the City in excess of the limits and coverage required in this Agreement and which is applicable to a given loss, will be available to the City. Consultant shall provide the following types and amounts of insurance: Commercial General Liability Insurance using Insurance Services Office (ISO) “Commercial General Liability” policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence for all covered losses and no less than $2,000,000 general aggregate. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less than $1,000,000 per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non-owned auto endorsement to the general liability policy described above. If Consultant or Consultant’s employees will use personal autos in any way on this project, Consultant shall provide evidence of personal auto liability for each such person. Workers’ Compensation on a state-approved policy form providing statutory benefits as required by law with employer’s liability limits no less than $1,000,000 per accident or disease. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Coverage shall be provided on a “pay on behalf” basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured’s liability is determined, not requiring actual payment by the insured first. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to the City for injury to employees of Consultant, subconsultants or others involved in the Work. The scope of coverage provided is subject to approval by the City following receipt of proof of insurance as required herein. Limits are subject to review but in no event less than $1,000,000 aggregate. 291 Digital Telecommunications Corporation Page 12 of 15 Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the State of California and with an A.M. Bests rating of A- or better and a minimum financial size of VII. General conditions pertaining to provision of insurance coverage by Consultant. Consultant and the City agree to the following with respect to insurance provided by Consultant: 1. Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds the City, its officials, employees, and agents, using standard ISO endorsement CG 2010 and CG 2037 with edition acceptable to the City. Consultant also agrees to require all contractors and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant’s employees, or agents, from waiving the right to subrogation prior to a loss. Consultant agrees to waive subrogation rights against the City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Consultant and available or applicable to this Agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operation limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include limiting endorsement of any kind that has not been first submitted to the City and approved in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called “third party action over” claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification, and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect the City’s protection without the City’s prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant’s general liability policy, shall be delivered to city at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled or reduced at any time and no replacement coverage is provided, the City has the right, but not the duty, to obtain any insurance it deems necessary to protect its 292 Digital Telecommunications Corporation Page 13 of 15 interests under this or any other Agreement and to pay the premium. Any premium so paid by the City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at the City’s option. 8. Certificate(s) are to reflect that the insurer will provide 30 days notice to the City of any cancellation or reduction of coverage. Consultant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation or reduction of coverage imposes no obligation, or that any party will “endeavor” (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this Agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, non-contributing basis in relation to any other insurance or self-insurance available to the City. 10. Consultant agrees to ensure that subcontractors, and any other party involved with the Work who is brought onto or involved in the Work by Consultant, provide the same minimum insurance required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the Work will be submitted to the City for review. 11. Consultant agrees not to self-insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer, or other entity or person in any way involved in the performance of Work contemplated by this Agreement to self-insure its obligations to the City. If Consultant’s existing coverage includes a deductible or self-insured retention, the deductible or self- insured retention must be declared to the City. At that time, the City shall review options with the Consultant, which may include reduction or elimination of the deductible or self-insured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving the Consultant 90 days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to the City. 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 293 Digital Telecommunications Corporation Page 14 of 15 14. Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with an insurance requirement in no way imposes any additional obligations to the City nor does it waive any rights hereunder in this or any other regard. 15. Consultant will renew the required coverage annually as long as the City, or its employees or agents face an exposure from operations of any type pursuant to this Agreement. This obligation applies whether or not the Agreement is canceled or terminated for any reason. Termination of this obligation is not effective until the City executes a written statement to that effect. 16. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant’s insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to the City within five days of the expiration of coverage. 17. The provisions of any Workers’ Compensation or similar act will not limit the obligations of Consultant under this Agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to the City, its employees, officials, and agents. 18. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits, or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all- inclusive. 19. These insurance requirements are intended to be separate and distinct from any other provision in this Agreement and are intended by the parties here to be interpreted as such. 20. The requirements in this section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts or impairs the provisions of this section. 21. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the Work reserves the right to charge the City or Consultant for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to the City. It is not the intent of the City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against the City for payment of premiums or other amounts with respect thereto. 294 Digital Telecommunications Corporation Page 15 of 15 22. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this Agreement. The City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve the City. 295 Proposal and Statement of Work For City of Moorpark Prepared for: Chris Thompson, Information Systems Administrator City of Moorpark Prepared by: Dennis Ledford DTC Prepared On: 1/14/2021 DTC CMAS Contract # CMAS 3-13-70-0310F EXHIBIT B Page 16 of 49 296 Proposal and Statement of Work - City of Moorpark Page 2 1/14/2021 Table of Contents Contact Information ........................................................................................................................................................ 3 DTC Company Profile .................................................................................................................................................... 3 Proposed Solutions ........................................................................................................................................................ 4 BUSINESS COMMUNICATIONS ........................................................................................................................... 4 ENTERPRISE COMMUNICATIONS ....................................................................................................................... 4 UNIVERGE SV9300 ............................................................................................................................................... 5 DT900 Series VOIP Desktop Telephone ................................................................................................................ 6 NEC MLC for Bring Your Own Device .................................................................................................................... 7 NEC Software Assurance Program ......................................................................................................................... 7 Scope of Work Overview ................................................................................................................................................ 8 General Implementation Guidelines ............................................................................................................................... 8 Project Schedule ........................................................................................................................................................ 8 Product Configuration ................................................................................................................................................. 9 Services and Deliverables - Digital Telecommunications Corporation ........................................................................... 9 Set Placement ......................................................................................................................................................... 9 Scope of Work Modifications .......................................................................................................................................... 9 Schedule of Equipment and Services .......................................................................................................................... 10 Basic Scope of Work Overview .................................................................................................................................... 11 General Implementation Guidelines ............................................................................................................................. 11 Project Schedule ...................................................................................................................................................... 11 Product Configuration ............................................................................................................................................... 12 Scope of Work Modifications ........................................................................................................................................ 12 Payment Terms ............................................................................................................................................................ 12 Next Steps ................................................................................................................................................................... 12 Terms and Conditions – City of Moorpark .................................................................................................................... 14 Acceptance .................................................................................................................................................................. 16 Page 17 of 49 297 Proposal and Statement of Work - City of Moorpark Page 3 1/14/2021 Contact Information END USER Company Name: City of Moorpark Site Address: 799 Moorpark Ave, Moorpark Ca. 93021 Primary Contact Name / Title: Chris Thompson, Information Systems Administrator Contact Address: 799 Moorpark Ave, Moorpark Ca. 93021 Phone Number: (805) 517-6248 E-mail: cthompson@moorparkca.gov PROVIDER OF SERVICES Company Name: Digital Telecommunications Corporation Address: 25709 Rye Canyon Rd Santa Clarita Ca 91355 Primary Contact Name / Title: Dennis Ledford Phone Number: 661-964-2561 E-mail: dledford@dtc4you.com DTC Company Profile DTC is a full-service communications systems integrator. Each client is offered technological solutions to integrate communications and data network systems that provide streamlined cost and management advantages through enhanced performance. Commitment to quality first means that DTC stays focused on fast-paced technology for the benefit of our customers through factory trained experts, certified technicians, and experienced management. The DTC management team has a per-person average of over twenty-five years of telecommunication experience. This is the team that ensures quality of product and service through continued innovation, education, and continual evaluation of the needs of the customer. DTC has been an exclusive NEC dealer since 1987. Offering the highest quality voice communications portfolio while staying competitive in the market, NEC aligns with our values at DTC of providing our customers the best solutions and service. Based on metrics of sales volume, technical expertise, and customer satisfaction, DTC is one of only a handful of NEC dealers have reached and maintained the prestigious Triple Diamond status. DTC's corporate office is centrally located near Los Angeles in Santa Clarita, California, with a satellite office in San Diego, California. DTC supports over 2,000 systems from San Diego to Sacramento. DTC’s supported customer base includes many national accounts, extending our coverage network from the Western States to the Eastern Seaboard. We have installed and maintained voice and data equipment for a wide range of businesses, from small, start-up ventures to large, multi-site enterprises with thousands of endpoints at each branch. Our customers include traditional offices, hotels, healthcare networks and hospitals, school districts and universities, and city and county governments. Page 18 of 49 298 Proposal and Statement of Work - City of Moorpark Page 4 1/14/2021 Proposed Solutions BUSINESS COMMUNICATIONS Big-Time Communications for Small-to-Medium Businesses With today's economy and demanding public needs, businesses are under pressure to perform everyday at their highest levels to win and retain their customers. To meet these pressures, employees need better tools for increased productivity. NEC products and services are designed to target the small-to-medium business (SMB) needs and still maintain a business' basic need to lower costs. Every company has unique services and products; to meet the unique challenges that grow from this diversity, communications systems must be flexible enough to meet the needs these services and products require. With the NEC Private Branch eXchange (PBX) systems, hybrid systems and related applications, today's SMBs can have all of their communication and networking needs met through one vendor: NEC. Every business knows the value of each encounter with a new or current customer or supplier, and with the smaller scale of today's SMB, each of these contacts is vital to competing in a global economy. NEC solutions that provide customized call routing, automated department access, live and voice mail backup, call coverage and after hours notification are powerful weapons in attracting and retaining valuable customers and key partners. Many small- and medium-sized businesses are comprised of units housed in different locations. Providing both seamless communications and access to advanced productivity tools throughout the organization without wasteful duplication of investments is key to survival and growth. NEC's PBX-based SMB Solutions provide networking capabilities to allow for a single centralized voice mail system for call coverage throughout the organization as well as private networking to enhance effective team operations and connectivity between systems over a converged backbone. These capabilities are provided without large dedicated investments or high re-occurring expenses. The versatility of the NEC products provides the flexibility to meet all the needs of small and medium businesses and protects the company's investment with modular expansion and technology updates as the business grows. ENTERPRISE COMMUNICATIONS Future-Proof Your Enterprise With today's economy and demanding public needs, businesses are under constant pressure to perform at their highest production and service levels in order to retain loyal customers. This pressure is increased as companies try to meet employee needs for better working conditions, shorter hours, more money and continued training and education. NEC products and services are designed to fulfill the needs of enterprise business customers and employees while maintaining the basic requirement to make money. With NEC communications products, applications and services, today's enterprise businesses can provide systems with over 24,000 ports and have all of their communications systems and networking needs met through one vendor. With the choice of form factor that suits customer needs NEC telephone systems and networks have special applications to meet all enterprise business needs. For example, in a call center environment, NEC systems can direct incoming calls to the correct call center contact based on the number called. In addition, the caller may be directed to a client's personal representative who can have an automatic computer screen pop up with this client's profile and preferences. When all agents in a call center are busy, calls go into a queue. The caller may then be offered the option to be automatically called back without losing their place in queue. Prior to returning the callback, the agent will receive an automatic notification as to whom they are calling. The callback application leaves a flag in the queue corresponding to the caller and after recording the callback message that the agent will hear, releases the incoming trunk and the IVR port. This stops the charges on the incoming 800 number and frees the line for another caller, while allowing the queued caller to take care of other business until he or she is called back. Page 19 of 49 299 Proposal and Statement of Work - City of Moorpark Page 5 1/14/2021 Communicating from one location to another within your enterprise is done via networking the systems using standard Public Switching Telephone Network (PSTN) facilities or via a customer provided Wide Area Network (WAN). This is one of the core capabilities of NEC's enterprise communications systems, which gives users large- scale functionality and flexibility within the enterprise. NEC's Fusion Call Control Signaling (FCCS), which provides a "Fusion Link," between each node in the network, allows every system to communicate directly with all other systems within the network. The IP protocol utilized in the Fusion network allows the customer to experience the enhanced feature transparency provided by this networking protocol. This transparency is possible because as network information is added or deleted all FCCS nodes correlate these changes into their own databases. In this manner, all nodes are aware of network changes that are made and because this network information resides locally within every node of the network, call processing/handling and feature interaction/integration is enhanced. The versatility of NEC products meets the needs of enterprise businesses as they grow, protecting their investment as they migrate to new technologies. UNIVERGE SV9300 NEC’s UNIVERGE® SV9300 is the unified communications solution of choice for SMBs that don’t want to be left behind. Our UNIVERGE SV9300 platform is a powerful communications solution that is designed to fit your needs, and provides competitive businesses with the high-efficiency and easy-to-deploy technology that they require. Reliable, scalable, adaptable and easy-to-manage, the SV9300 is built on cutting-edge technology that supports voice, unified communications and collaboration, unified messaging and mobility. There is a new licensing structure that comes along with the SV9300, which has a simple design, making for an easier deployment and an accessible environment. In addition, there will be support for the DT800/400 series terminals. There is SIP Trunk Expansion for up to 512 trunks, as well as the possibility for SIP Trunks in remote units. User Licensing UNIVERGE SV9300 Our licensing structure gives both technology and financial decision makers the opportunity to anticipate user cost and the application access each user will receive based on the license package purchase. Included Basic User Standard User Standard Plus User Premium User IP Client Provides for both standard SIP and NEC SIP Users X X X X UC Manager: 1 Extension/Voice Mail/Assistant License (Standard Plus has qty 2 licenses) X X X X Voice Mail: Voice Mailbox with Unified Messaging X X X UC Desktop and Mobile Feature X X X Softphone Desktop/Mobility/Softphone X X Page 20 of 49 300 Proposal and Statement of Work - City of Moorpark Page 6 1/14/2021 CMM Web Collaboration X Another great feature of the SV9300 is the Web Portal. This user-friendly portal is accessible from a PC through Internet Explorer and allows a user the ability to set personal directory and name/extension number display layout of the multiline terminal. Invest in your organization’s future Intelligent decision making starts with qualified information. The SV9300 comes with an extended 5-year warranty and future proof technology that meets the demands of your multi-generational employees. NEC has the highest level of customer satisfaction among Unified Communication vendors, and also brings you an incredibly smart investment. Our Unified Communications platforms have been recognized by industry experts as having some of the lowest total costs of ownership on the market. Maintain IT More Efficiently The SV9300 easily integrates with existing IT technology as a fully interoperable digital or IP system. The user- friendly management interface streamlines system administration, giving your IT department one personalized portal to administer the entire communications system. Voice, Unified Communications, and Voicemail will all be managed from one central location. Making Collaborating Easier with UC NEC’s SV9300 UC suite of applications for medium-sized businesses gives you the communication tools you need to streamline communications and information delivery. With this powerful solution, your information is centralized and messages unified, so your employees can efficiently manage day-to-day business and real-time communications easily. With SV9300 UC, your employees retain ownership of their communications. They can set their schedule and their phone rings accordingly, or launch a meeting/customer service session and manage it directly from their desktop. SV9300 UC gives your employees exactly what they want, unencumbered communications tools that they control. SV9300 UC for Enterprise (UCE) Suite of Applications for (SMB’s) include:  Presence  Call Control  Instant Messaging  Group Chat  Mobility  Collaboration  Voice/Video Conferencing  Microsoft Outlook 2010/2013 presence integration  Organization/Skill search  Multiple ringing of devices  Move call among multiple devices Advanced Features:  Versatile architecture – works as an IP system, digital system or a combination of the two  Modular architecture for exceptional scalability – cost effective up to 2,048  One of the most easily configured Unified Communications systems on the market  User friendly management interface streamlines system administration  Easy migration from UNIVERGE SV8100 and SV8300 DT900 Series VOIP Desktop Telephone Display Page 21 of 49 301 Proposal and Statement of Work - City of Moorpark Page 7 1/14/2021  Display Size: 224×96 dot matrix Grayscale  LCD backlit  Optional 2nd display for DESI-less  Characters × Lines: Alphanumeric: 28×6 (7×16font) or 34×8 (6×12font) DESI-less line key display area: 12×1 & icon/line key  Tiltable Keypad  Backlit Keypad  Line Keys: 12, 24, 32 DESI-less: 8 x 4 pages  Softkeys: 4, help, exit  Curser Keys Built in Applications  Call History  XML Open Interface  Personal Directory  Corporate Directory  System Directory Sound  Full duplex hands-free  Downloadable ring tone  Downloadable hold music  CODEC G.711, G.729A, G.722 NEC MLC for Bring Your Own Device NEC’s MLC reinvents the office telephone by integrating the traditional desktop phone to your iPhone/iPad/Android Phones/Android Tablets into one innovative, feature-packed business device. When paired with NEC’s Communications Platform, the MLC for BYOD revolutionizes the desktop experience and immediately transforms the way businesses use their personal devices. As a telephone, the MLC for BYOD delivers a full multi-line desi- less experience. A familiar Dterm® GUI supports 32 line keys along with the most sought after specifications, including Bluetooth compatibility. The MLC for BYOD delivers integrated system access to email, contacts and MUCH more! The application possibilities are endless. By combining the power of NEC’s award winning phone systems with the inherent capabilities of smart devices, the results are unprecedented. NEC Software Assurance Program Definition Software Assurance is NEC's software subscription and support program, specially designed to complement your existing NEC software licenses and systems. NEC Corporation of America solutions are designed to last, but they Page 22 of 49 302 Proposal and Statement of Work - City of Moorpark Page 8 1/14/2021 continually look to add new functionality and enhancements to keep your systems and applications up-to-date with the latest technological advancements. With Software Assurance, DTC can work with you to access future software versions and schedule upgrades whenever the needs of your business dictate. Because both software upgrades and technical support are included, it ensures your software deployments run smoothly, your business remains efficient, and you always have the peace of mind that comes with knowing that your organization's communications solutions are stable, secure and up to date. Software Assurance  Protects your technology investment;  Ensures that your software is always current;  Supports the software lifecycle from planning and deployment to operation and maintenance. Software Assurance is available in increments of one to five years and is included in your system purchase. You have the option to purchase an extension of software assurance when the contract period expires. Benefits NEC Software Assurance makes it easy to maintain the latest software and technology. Maintaining a current Software Assurance contract offers significant benefits:  Protect Technology Investments: Maintaining current systems and applications, with guaranteed access to NEC technical experts through DTC, ensures that you have the latest technology and tools to stay competitive. With DTC and NEC technical support professionals, you receive fast, responsive access to support services and resources for your NEC platforms and applications.  Mitigate Unforeseen Costs: Software Assurance enables you to stay current as technology evolves, alleviating unexpected costs and complexity of a radical upgrade. The fixed annual contract includes bug fixes, service packs, enhancements, and new software releases. You’ll never have to worry about unforeseen software expenditures again!  Increase Productivity: NEC’s certified technical support professionals and DTC assist you by quickly addressing system issues and maintaining business efficiency, maximizing uptime. By partnering with DTC, you can be assured of service continuity for your system to keep it working properly, allowing your in-house IT staff to focus on other priorities.  Simplify Budget Planning: Because you renew your subscription to NEC’s Software Assurance Program annually through DTC, you can plan your software expenditures without the concern of unexpected upgrade costs. Annual and multi-year contracts are available and eliminate unexpected costs for bug fixes, service packs, enhancements, and new software releases. Scope of Work Overview Outlined in the following pages, hereafter referred to as the Scope of Work (SOW), is a clear description of the services that DTC will provide to City of Moorpark according to the implementation guidelines set forth in this SOW. Within this SOW, clear guidelines are also defined as to what City of Moorpark’s roles and responsibilities are to ensure a successful implementation. DTC will work closely with City of Moorpark to resolve any implementation issues and to accommodate any changes that need to be made to this SOW. General Implementation Guidelines To ensure a successful implementation per the Schedule of Equipment and Services attached below, DTC has defined the following general guidelines. Project Schedule Proposed Cut Date: &CutoverDate& Page 23 of 49 303 Proposal and Statement of Work - City of Moorpark Page 9 1/14/2021 Once City of Moorpark has signed this SOW, DTC will proceed with scheduling DTC resources to begin the single-phase implementation (unless otherwise specified as multi-phase). Prior to the start of the implementation, DTC will meet with representatives from City of Moorpark to develop an Implementation Plan with key milestones for the implementation. Product Configuration DTC will provide Certified Engineers to perform all work under this SOW to comply with manufacturers recommended implementation procedures and will, prior to cut-over, perform standard test procedures to ensure equipment operates according to manufacturers published specifications. Services and Deliverables - Digital Telecommunications Corporation Outlined below is a complete description of all services that will be provided by DTC. All services are based on the Schedule of Equipment and Services attached below in this SOW. &ExtSOW& In addition to: Set Placement  All desktop devices will be unpacked, placed, labeled and connected as per City of Moorpark provided floor plan and tested during City of Moorpark’s regular business hours unless an “overtime” option is purchased Scope of Work Modifications City of Moorpark shall communicate to DTC any changes or modifications requested to this Scope of Work. If DTC accepts and agrees to the changes, DTC will modify this SOW or issue a Change Order form with the accepted changes. DTC will also make modifications to the Schedule of Equipment and Services including pricing to reflect the changes requested for this SOW as well as the Project plan to reflect any changes in the dates and milestones. DTC will work closely with City of Moorpark to review the changes to ensure minimal impact to projected milestones and cut-over date. DTC is not responsible for any delays in the implementation due to changes made by City of Moorpark to this Scope of Work. Page 24 of 49 304 Proposal and Statement of Work - City of Moorpark Page 10 1/14/2021 Schedule of Equipment and Services Qty Part Number Description Unit Sell Ext Sell NEC Platform 23 BE114543 SV93 SIP TRK-1 License $34.02 $782.46 152 Q24- UW000000107955 SV9300 Resource-1 License Incl. Incl. 1 BE114025 SV93 Conf Port-8 License Incl. Incl. 80 Q24- UW000000107956 SV93 Basic User-1 License $54.00 $4,320.00 19 Q24- UW000000107956 SV93 Basic User-1 License Incl. Incl. 51 BE114547 SV93 IP EXT Migration Incl. Incl. 16 BE114544 SV93 P2P-CCIS TRK-1 License Incl. Incl. 1 Q24- UW000000107974 SV93 System Migration $1,077.30 $1,077.30 1 Q24- FR000000141731 SV93 V8 UC VERSION LIC Incl. Incl. 96 BE114548 SV93 A/D EXT Migration Incl. Incl. 1 Q24- DN000000107070 SV93 UM8K Migration Site License Incl. Incl. 1 Q24- FR000000133513 UCE APPLICATION SUITE MEDIA Incl. Incl. 1 Q24- UW000000107838 SV93 SIP Single CPU Migration Kit $3,770.55 $3,770.55 1 BE114021 SV93 System CCIS Network Option Incl. Incl. 3 BE114010 SV93 VOIP CH-16 License Incl. Incl. Sub-Total for NEC Platform $9,950.31 NEC Terminals 4 Q24- FR000000138397 DESI ITK/DTK 12D/CG-24D/CG (PKG 25) $14.04 $56.16 13 Q24- FR000000139185 LOYALTY PROMO 6-PACK(24CG-BK) $949.86 $12,348.18 8 Q24- DN000000141050 MLC ACTIVATION BUNDLE PACK FOR 8 USERS $270.00 $2,1600.00 Sub-Total for NEC Terminals $14,564.34 NEC Software Assurance 221 BE115107 SWA PSA SV9300 Unit $7.83 $1,730.43 Sub-Total for NEC Software Assurance $1,730.43 EQUIPMENT SUB-TOTAL $26,245.08 SERVICES SUB-TOTAL $13,275.80 TOTAL PRICE $39,520.88 Pricing excludes taxes and is valid until 2/13/2021 Any taxes or shipping fees included in this Schedule of Equipment and Services are estimates, and may be adjusted on the final invoice. Page 25 of 49 305 Proposal and Statement of Work - City of Moorpark Page 11 1/14/2021 Basic Scope of Work Overview Outlined in the following pages, hereafter referred to as the Scope of Work (SOW), is a clear description of the services that DTC will provide to City of Moorpark according to the implementation guidelines set forth in this SOW. Within this SOW, clear guidelines are also defined as to what City of Moorpark’s roles and responsibilities are to ensure a successful implementation. DTC will work closely with City of Moorpark to resolve any implementation issues and to accommodate any changes that need to be made to this SOW. Summary: The City of Moorpark is supported by an end of life NEC SV8300 communication system. The system supports City Hall, City Yard, and Library with a combination of TDM phones and VoIP Phones. The existing 80 TDM digital phones are end of life and will be replaced with the latest generation NEC VOIP phones. The existing voicemail is still supported and can be repurposed in a migration upgrade from SV8300 to SV9300. The SV9300 upgrade is a cost-effective upgrade that requires CPU update, and the latest supported S/W update to SV9300 level. This migration update extends the longevity of the system and allows for other technology enhancements to be considered. This is not a forklift upgrade. The existing system chassis, analog ports, digital ports, telco PRI span, and copper trunks and voicemail can all be repurposed. 80 existing Series E phones will need to be replaced as they are not compatible with the SV9300. The proposal includes 80 24Btn latest generation NEC VOIP Phones to replace the Series E phones. Existing IP phones can be repurposed. In addition to the VOIP Phone fresh, DTC is including 30 Multi Line Client licenses. The MLC client license enables remote teleworker environment from home while leveraging their existing extension from the upgraded SV9300. Corporate voicemail will support ring no answer to corporate voicemail via cellular voicemail. The MLC client can be used on the following devices: Iphone, Android, Windows PC and MAC Once the system is updated, the system will include 1 year of software assurance providing critical S/W updates as they become available. Typically, 2 major s/W per year can be expected. This maintains the system at the highest level and maximizes support. Software assurance can be renewed annually. Tasks:  System database backup and conversion to SV9300S/W at DTC lab.  Project management will schedule after hours downtime for conversion.  Down System for CPU & S/W update  Install CPU and SV9300 S/W.  Place and test 80 new 24Btn VOIP 24 Button VOIP phones replacing EOL Series E phones.  Power up system.  Test system procedures. Telco inbound outbound, dial tone, voicemail.  DTC will provide train the trainer for MLC client load for 3-5 devices.  Client required VPN environment for MLC clients.  DTC and IT department coordination required. Acceptance General Implementation Guidelines To ensure a successful implementation per the Schedule of Equipment and Services attached below, DTC has defined the following general guidelines. Project Schedule Proposed Cut Date: To Be Determined Once City of Moorpark has signed this SOW, DTC will proceed with scheduling DTC resources to begin the single- phase implementation (unless otherwise specified as multi-phase). Prior to the start of the implementation, DTC will meet with representatives from City of Moorpark to develop an Implementation Plan with key milestones for the implementation. Page 26 of 49 306 Proposal and Statement of Work - City of Moorpark Page 12 1/14/2021 Product Configuration DTC will provide Certified Engineers to perform all work under this SOW to comply with manufacturers recommended implementation procedures and will, prior to cut-over, perform standard test procedures to ensure equipment operates according to manufacturers published specifications. Scope of Work Modifications City of Moorpark shall communicate to DTC any changes or modifications requested to this Scope of Work. If DTC accepts and agrees to the changes, DTC will modify this SOW or issue a Change Order form with the accepted changes. DTC will also make modifications to the Schedule of Equipment and Services including pricing to reflect the changes requested for this SOW as well as the Project plan to reflect any changes in the dates and milestones. DTC will work closely with City of Moorpark to review the changes to ensure minimal impact to projected milestones and cut-over date. DTC is not responsible for any delays in the implementation due to changes made by City of Moorpark to this Scope of Work. Payment Terms 1) 20% of the equipment total, including taxes, is due upon signing of this Agreement - $5,249.02 2) 80% of the equipment total will be invoiced upon equipment order - $20,996.06 3) Labor will be invoiced upon completion - $13,275.80 4) Estimated Sales Tax $1.172.68 5) Total Invoicing $39,520.88 6) Quoted payments do not include change orders. 20% initial down payment for hardware & software is due within 10 days of signature See above amount. 80% remaining hardware & software progress payment is due upon equipment delivery Labor Services Sales Tax will be billed separately Next Steps Upon acceptance of this SOW, DTC will initiate the following next steps:  Contact City of Moorpark to schedule implementation dates and introduce DTC’s Project Manager (if applicable).  Assign trained and certified technical resources following confirmation of scheduled implementation dates. These resources will ensure successful implementation of the product(s) and solutions as detailed in this SOW.  Schedule an initial Kick-off Meeting with City of Moorpark. During this meeting, DTC will introduce the implementation team, work with City of Moorpark to develop a detailed implementation schedule, set project milestones and discuss all aspects of this implementation. The Kick-off will provide an opportunity for DTC and City of Moorpark to address any outstanding questions or areas of concern.  Begin implementation according to this statement of work and the agreed implementation schedule. Page 27 of 49 307 Proposal and Statement of Work - City of Moorpark Page 13 1/14/2021 Page 28 of 49 308 Proposal and Statement of Work - City of Moorpark Page 14 1/14/2021 Terms and Conditions – City of Moorpark These Terms and Conditions (“Contract”) of DTC are an integral portion of the proposal and the Bid Schedule of Materials & Services entered into with City of Moorpark (“Customer” ). (1) HEADINGS: The headings contained in this Contract are for convenience only and will not affect in any way the meaning or interpretation of this Contract. (2) CONTACT INFORMATION: (i) If the contact information set forth in this Contract changes, the party making the change will provide written notification of the change. (ii)The Customer will provide a project management liaison and an escalation contact. In case of employee personal leave, the Customer’s project management liaison or other Customer representative will provide an alternate contact. (3) TERMS OF PURCHASE: (i) The Customer understands and will adhere to the Payment Terms set forth in this Contract. (ii) Unless otherwise stated, quoted prices do not include freight or shipping. Any applicable shipping or freight charges will be invoiced at time of purchase. (iii) Sales, use, or any other applicable taxes (except those taxes from which the Customer has claimed exemption) arising out of or related to the order or the equipment or services delivered are not included in the price, except as specifically stated on the invoice. All such taxes are the Customer’s responsibility. (4) PAYMENT TERMS: Unless otherwise stipulated by terms specific to a particular invoice, Payment Terms are net 10 calendar days from receipt of DTC’s invoice. (5) DEFAULT: In the event the Customer fails to make undisputed payments as stipulated, when and as due, DTC shall have the right to re-enter the premises and take possession of the equipment with due process of the law. (6) NON-CANCELLABLE: (i) Orders are non-cancellable except by written consent of DTC on terms which indemnify DTC against any loss due to actual labor services reasonably rendered prior to cancellation and/or any restocking or cancellation fees charged by the manufacturer. (ii) In the event of an accepted cancellation of an order, applicable restocking and cancellation fees or travel costs may be recharged to the Customer. (iii) Software Assurance (SWA), which is any subscription or collection of subscriptions for support from one or more manufacturers, is an annual, non-refundable expense that DTC may incur on the Customer’s behalf and for which the Customer agrees to pay DTC. SWA cannot be cancelled once DTC has made the purchase. (7) DELIVERY AND INSTALLATION: (i) DTC shall exert its best efforts to meet estimated deliveries and schedules but in no case will DTC exert less than commercially reasonable efforts. (ii) In the event conditions at the Customer’s site prevent DTC from completing installation for a period of thirty (30) days after the stated installation schedule, DTC may deliver the equipment to the Customer, and the contracted Purchase Price shall be due in full. (8) PROJECT SCHEDULE: (i) The Cut Date is the date which the Customer has committed for the system or application purchased to be installed and functional at the Customer’s location. (ii) The Go Live Date is the date on which the Customer plans to have the equipment fully enabled in the Customer’s production environment. If the Go Live Date is not simultaneous with the Cut Date, the Cut Date shall serve as the payment schedule landmark. (iii) DTC will make every effort to meet the Customer’s schedule. DTC will appoint a Project Manager to assist the Customer’s representative in identifying landmark steps that must be completed. It is the Customer’s responsibility to ensure that tasks under the Customer’s purview are completed in a timely manner, including those tasks assigned to any outside contractor that the Customer has hired. If the Cut Date is delayed because the Customer failed to complete necessary tasks according to the Project Schedule, the Customer may be subject to additional charges. (iv) Neither party shall be penalized for delays caused by declared government emergencies, civil disturbance, strikes, or other causes beyond the control of DTC or the Customer. (9) CHANGES: (i) DTC will make every effort to assist the Customer in making certain that the project is implemented with the original Schedule of Equipment as originally envisioned in the Scope of Work. If new circumstances require changes to the Schedule of Equipment or the Scope of Work, the Project Schedule is likewise subject to change. (ii)A change to the original Schedule of Equipment or Scope of Work requires a Change Order. Additional equipment, software, and/or labor required to accommodate the Change Order are subject to different pricing from the original bill of materials. A Change Order does not affect the payment terms for the original project. (10) INSURANCE: (i)The Customer shall keep the equipment delivered to the Customer’s premises insured against any loss or damage by all risks, including but not limited to fire, theft, or the elements, for an amount not less than the balance due on the full Purchase Contract price. (ii)DTC carries the appropriate Worker's Compensation insurance and Public Liability and Property Damage insurance. All insurance complies with local, state and federal laws. (11) WARRANTY: (i) For a period of one year beginning on the date of delivery, DTC shall repair or replace defective equipment and provide required maintenance resulting from normal operations, but not from misuse or abuse, nor from repairs made by any other firm or person not specifically authorized in writing by DTC. (ii) Should any equipment that was installed, added, moved or changed by a DTC technician malfunction as a result of our work, and that malfunction is reported to DTC within 90 days, DTC will correct the problem free of charge. (iii)This warranty is expressly limited to the correction of the malfunction and does not apply when a malfunction is caused by misuse, abuse, damage or negligence by the Customer or employees, agents or representatives. The warranty does not apply to existing items that were not installed, added to, changed, moved or repaired by DTC or the alteration of any item from the original design or performance standards by anyone other than a DTC employee. Malfunctions caused by performance degradation due to the original design, operation or usage being "out-of-tolerance" from the original equipment Page 29 of 49 309 Proposal and Statement of Work - City of Moorpark Page 15 1/14/2021 standards, industry standards, or generally accepted standards are also exempt from this warranty. (12) EXTENDED MAINTENANCE: (i) For system expansion equipment and software after DTC’s Year 1 Warranty, manufacturer’s software support subscriptions and DTC full service support will be prorated to be coterminous with an existing Extended Service and Maintenance Contract. The price of the contract will be adjusted accordingly on the next billing cycle. (ii) For new systems after DTC’s Year 1 Warranty, manufacturer’s software support subscriptions and DTC full service support can be prorated to be coterminous with an existing Extended Service and Maintenance Contract and added to that contract or the equipment can be placed under a separate contract at the Customer’s request. (iii)The price for DTC Year 2 Extended Maintenance will be determined and the Customer informed within 30 days of completion of installation. Year 2 Extended Maintenance will be billed automatically upon expiration of DTC’s Year 1 Warranty. (iv) If a manufacturer support subscription is on an earlier renewal cycle than expiration of DTC’s Year 1 Warranty, DTC will invoice the support subscription renewal separately from the DTC Maintenance portion of the Year 2 contract amount. (13) TITLE AND POSSESSION: (i) Title to the equipment and right of possession thereto shall be and remain with DTC until the Purchase Contract is paid in full. (ii) The Customer shall not sell, transfer, pledge, mortgage or hypothecate the equipment without the written consent of DTC prior to the Purchase Contract being paid in full. (14) ASSIGNMENT: (i) This Contract may not be assigned by any party without the prior written consent of the other parties. Any consented assignee of rights or benefits of this Contract shall be subject to all the terms and provisions of it. (ii) This Contract shall be binding upon, and inure to the benefit of the parties hereto, their legal representatives, successors and assigns. (iii) Nothing express or implied in this Contract is intended to confer upon any person other than the Customer and DTC, or their respective successors or assigns, any rights, remedies or obligations whatsoever. (15) WAIVER/MODIFICATION/AMENDMENT: No waiver, modification or amendment of this Contract shall be valid or binding unless the same is in writing and duly executed by both Customer and DTC. (16) NOTICE: (i) All notices between DTC and the Customer provided for herein shall be sent: (i.i) by confirmed facsimile; by guaranteed overnight mail, with tracing capability; by postage prepaid first class United States mail, with tracing capability; by email, addressed to the other party at their respective addresses as set forth above, with confirmed receipt. (ii) Notices shall be deemed provided when sent except as otherwise set forth in this Contract. Both parties agree to promptly notify the other of any changes in addresses. (iii) Any documents received by facsimile transmission by either party containing signatures of approval of the other party shall be deemed originals and therefore fully enforceable. (17) INTERPRETATIONS: The Customer and DTC agree that this Contract's terms will be construed fairly and not in favor of or against a party, regardless of which party drafted the Contract's terms. (18) PROFESSIONAL RELATIONSHIP: (i) The Customer and DTC are independent contractors with respect to each other. Nothing in this Contract will be deemed to create an employee/employer relationship, a partnership, or a joint venture between the Customer and DTC. (ii)Neither party shall make any statements on behalf of or otherwise purporting to bind the other in any contract or otherwise related agreement. (iii) Both parties further agree and acknowledge that neither party has the authority to and shall not sign any contract on behalf of the other party or any of its subsidiaries or affiliates. (iv) The Customer shall not obligate DTC or any of its subsidiaries or affiliates to do any other act that would bind DTC or any of its subsidiaries or affiliates in any manner. (19) FORCE MAJEURE: Other than the payment of commissions to DTC as provided in this Contract, the Customer and DTC will not be deemed in default of this Contract, nor held responsible for any cessation, interruption, or delay in the performance of obligations to provide such services hereunder due to causes beyond its reasonable control, including, but not limited to, natural disaster, act of God, labor controversy, civil disturbance, disruption of the public markets, terrorism, war or armed conflict, or the inability to obtain sufficient materials or services required in the conduct of business from vendors or other parties, including Internet access, or any change in or adoption of any law, judgment or decree. (20) CONFIDENTIALITY: (i) The Customer and DTC each acknowledge that in performance of this Contract, each party has and will continue to disclose to the other, proprietary and confidential information ("Confidential Information"), including, but not limited to, client lists. The Customer and DTC agree that each party shall: (i.i) keep such Confidential Information of the other party in strict confidence; not disclose Confidential Information of the other party to any third parties or to any of its employees not having a legitimate need to know such information, and then only if such third parties or employees have first agreed in writing to keep such information confidential pursuant to the same terms as set forth in this Contract; not use Confidential Information of the other party for any purpose not directly related to and necessary for the performance of its obligations under this Contract (unless required to do so by a court of competent jurisdiction or a regulatory body having authority to require such disclosure); return all Confidential Information and all copies thereof to the other party within ten (10) business days of the termination of this Contract. In the alternative, a party may request that the Confidential Information be destroyed. The party destroying the information must certify in writing to its destruction within ten (10) business days of when the request for destruction was made. (ii) The term Confidential Information, as used herein, does not include information which: (ii.i) becomes generally available to the public other than as a result of a disclosure by a party hereto, its representatives, or its agents; was available to the receiving party on a non-confidential basis prior to its disclosure hereunder by a party or its agents; becomes available on a non-confidential basis from a third-party source provided that such third party source is not bound by a confidentiality agreement with the other party hereto; is independently developed by the receiving party without the use of, or reference to, the disclosing party's Confidential Information. (21) BOOKS AND RECORDS: Each party shall keep and maintain books and records in accordance with industry standards. After reasonable notice, a party will make such records available for inspection and copying by another party at a reasonable time and place during normal business hours. (22) PUBLICITY AND REFERENCES: (i) Neither party shall make use of the other party’s name, pictures, work product, or Page 30 of 49 310 Proposal and Statement of Work - City of Moorpark Page 16 1/14/2021 proprietary information in any publicity efforts without first obtaining the written approval of the other party. (ii) Neither party will publicize the terms of this Contract, or any matter related to this Contract, without first obtaining the written approval of the other party. (iii) Neither party will use the other’s contact information as a reference for applications with other businesses not party to this Contract without first obtaining permission from the referral contact. (22) INDEMNIFICATION: (i) The Customer and DTC each hereby agree to indemnify and hold harmless each other, their officers, directors, employees, and members against any act or omission caused by the indemnitor’s negligence or willful misconduct. (ii) Customer and DTC shall indemnify and hold each other harmless from and against any and all loss, damage, cost, expense or liability (including reasonable attorney’s fees) except to the extent it arises from the gross negligence or willful misconduct of the party seeking indemnification in connection with the Services provided or used herein. Customer shall indemnify and hold DTC harmless from any and all damage, loss and liability, including reasonable attorney’s fees, arising out of or related to Client’s possession, use or resale of any product installed by DTC, provided that the same was not caused solely by DTC’s fault. This obligation shall survive the expiration or termination of this Contract. Customer shall hold harmless DTC and DTC invitees, agents and employees from and against all claims, damages, losses, and expenses, including but not limited to attorney's fees, arising out of or resulting from the performance of the outsourced service, hardware, installation or maintenance work, provided that any such claim, damage, loss or expense (1) is attributable to bodily injury, sickness, disease, or death, or damage to or destruction of property including the loss of use resulting and (2) is caused in whole or in part by any act or omission of the Customer, any subcontractor of the Customer, anyone directly or indirectly employed by the Customer. Except as to personal injury, DTC's maximum liability shall be limited in any event to the actual direct damages incurred by the Customer, which are caused solely by the acts or omissions of DTC. Customer agrees to notify in writing promptly as to the specifics of any claim for damages and to provide DTC with a reasonable opportunity to investigate. (23) TERM AND TERMINATION: (i) This contract shall be in force from the date of signed acceptance until the date of Project Sign- Off. (ii)Project Sign-Off will occur when the equipment is installed and tested. At that time, any remaining portion of the Purchase Price will be due and payable by the Customer. (iii) In the event that either party files or initiates proceedings or has proceedings filed or initiated against it, seeking liquidation, reorganization or other relief (such as appointment of a trustee, receiver, liquidator, custodian or such other official) under any bankruptcy, insolvency or other similar law, and such petition is not discharged within sixty (60) days of filing, or in the event that either party is in default under the terms or conditions of this Contract, including, but not limited to, any terms or conditions contained in any Schedules or amendments thereto, the non-defaulting party shall provide written notice of the default. The defaulting party shall have ten (10) days from the effective date of the written notice in which to cure monetary default(s), and thirty (30) days from the effective date of the written notice in which to cure non-monetary default(s). In the event the default is not cured within the cure period, then this Contract may be terminated, at the option of the non-defaulting party. (iv) In the event Customer fails to cure a default for non-payment of amounts due under any payment schedule or invoice, in addition to terminating this Contract, DTC may retain all prepaid retainers and recover all remaining sums due under all Schedules outstanding at the time of the default. (24) SEVERABILITY: This Contract shall be severable. Should any of its terms or provisions be determined by a court of competent jurisdiction to be invalid or ineffective for any reason, all of the remaining terms and provisions shall remain in full force and effect. (25) ENTIRE AGREEMENT: This Contract shall constitute the entire agreement between DTC and the Customer with respect to the subject matter herein, and shall supersede any and all prior Contracts between DTC and the Customer regarding the subject matter herein. Neither the Customer nor DTC shall be bound by any oral agreement or representation irrespective of when made or by whom. (26) ACCEPTANCE OF TERMS AND CONDITIONS: By signing below, the Customer confirms their acceptance of the Terms and Conditions set forth in this document and gives DTC the ability to proceed. In addition, by signing the customer acknowledges that they will undertake site preparations and meet network specifications as required for completion of job. Acceptance Digital Telecommunications Corporation City of Moorpark Authorized Representative Dennis Ledford Authorized Representative Troy Brown Printed Name Printed Name City Manager Title Title Date Date Page 31 of 49 311 Proposal and Statement of Work - City of Moorpark Page 17 1/14/2021 Page 32 of 49 312 EXTENDED SERVICE AND MAINTENANCE ORDER PREPARED FOR: City of Moorpark 799 Moorpark Avenue Moorpark, CA 93021 AGREEMENT NUMBER: ______ EXHIBIT C Page 33 of 49 313 This Extended Service and Maintenance Order together with the Master Service Agreement and Service Attachments identified herein, all of which are incorporated herein by reference (collectively, the “Agreement”) is between Digital Telecommunications Corp., a California S-Corporation (sometimes referred to as “we,” “us,” “our,” OR “Provider”), and the Client found on the signature block at the end of this Order (sometimes referred to as “you,” “your,” OR “Client”). This Agreement is effective as of the date both parties have signed below (the “Effective Date.”). Both Provider and Client are sometimes referred to individually as a “Party”, or together as the “Parties”. Any capitalized terms in this Order not direct ly defined are referred to in the applicable “Agreement” on the last page of this Order. If there is a conflict between thi s Order, the Master Services Agreement and any Service Attachment, amendment, or schedule, this Order will control. TERM The Initial Term from the Effective Date and the Service Start Date of an applicable Service Attachment shall be the following: AGREEMENTS Initial Term Start Date • Extended Service & Maintenance Attachment 60 months • Extended Service & Maintenance Attachment March 18, 2021 SERVICE The services to be delivered by Provider (the “Services”) will be provided pursuant to the Master Service Agreement and the specific terms applicable to those Services are described in one or more Service Attachments referencing this Order, or as described below in this Order. The parties agree to be bound by the terms of this Order, the Master Service Agreement and the applicable Service Attachments that have been set forth in Exhibit A and incorporated herein by reference. The Services to be provided under this Order are the following: Core Service Offerings: • 24X7 Customer Service Access: o Included items: ▪ 24X7 telephone live-answer provided by our Customer Service representatives ▪ 24X7 Customer Portal access ▪ Prioritization of service requests to identify high priority incidents. o Excluded items: ▪ New hardware/software installations o Requirements: ▪ Emergency requests via Customer Portal must include follow-up via telephone ▪ Valid email address for Customer Portal login ▪ Valid Client representative contact info for each service request • Remediation Response: o Included items: ▪ 24X7 emergency response ▪ Prioritization of service requests to identify high priority incidents ▪ Remote & Onsite remediation services as needed ▪ System status reporting Page 34 of 49 314 o Excluded items: ▪ Hardware/software damaged by negligence, accident, or causes other than ordinary use ▪ Lost or stolen hardware/software ▪ New hardware/software installations o Requirements: ▪ Devices/applications must be in manufacturer-recommended environment ▪ Change control procedures must always be followed • Help Desk Services: o Included items: ▪ Help Desk support via email & phone ▪ Ability to remotely control desktops to support employees ▪ Remote software upgrades o Excluded items: ▪ New hardware/software installations o Requirements: ▪ Client support of remote access ▪ Applications must be under manufacturer support subscription ▪ Desktops/Servers no more than 5 years old ▪ Operating System no older than one (1) generation behind current • Client Business Reviews o Included items: ▪ Annual strategic planning session ▪ System life cycle consultation o Excluded items: ▪ vCIO services Additional Service Offerings: • Backup & Disaster Recovery Services o Included items: ▪ Application Database Backup ▪ Offsite Cloud Storage ▪ 1 Year archive of backups o Excluded items: ▪ Backup Media Storage o Requirements: ▪ Client support of remote access ▪ Client-maintained storage repository Page 35 of 49 315 SERVICE FEES Client will be billed annually for Manufacturer Support Subscriptions. The following chart details the fees associated with the Services to be delivered under the Service Attachment as of the Service Start Date . Maintenance Pricing Projections 2021 2022 2023 2024 2025 City Hall SV9300 & UM8000 $2,592.00 $3,816.00 $3,936.00 $4,056.00 $4,176.00 SWA SV9300 $0.00 $2,210.00 $2,256.00 $2,304.00 $2,352.00 OfficeWatch OSLPRS250 $875.00 $900.00 $925.00 $950.00 $975.00 Police Service Center SV9100 $576.00 $588.00 $612.00 $636.00 $660.00 SWA SV9100 $540.00 $552.00 $564.00 $576.00 $588.00 Arroyo Vista Recreation Center Public Library Public Works Remote IP Phones $0.00 $0.00 $0.00 $0.00 $0.00 Annual Total, All Sites $4,583.00 $8,066.00 $8,293.00 $8,522.00 $8,751.00 Monthly Total, All Sites $264.00 $367.00 $379.00 $391.00 $403.00 Manufacturer Support Subscriptions Total, All Sites $1,415.00 $3,662.00 $3,745.00 $3,830.00 $3,915.00 Page 36 of 49 316 COVERED SYSTEMS AND EQUIPMENT The hardware and license inventory and/or network diagram documentation included with this Order represents the Client’s hardware and/or application(s) that Provider will cover under Extended Service and Maintenance, except where an item is specifically identified as excluded. As changes are made to quantities and/or locations, those changes will be documented. The updated information may result in updated Service Fees. Unless otherwise required by the Client, updated system inform ation and updated Service Fees may be acknowledged by addendum to this Order. City Hall Site: Page 37 of 49 317 Police Service Center Site: NOTES for Maintenance Items 1) Analog terminals, batteries, headsets, monitors, mouse, printers and printer ink are not covered. 2) Any telephony equipment, peripherals, or licenses not listed are not covered. 3) Holiday coverage and extraordinary travel are not included. 4) Manufacturer Support Subscriptions must be paid in full in advance annually. This Order supersedes all the negotiations, discussions, proposals, or communications between the parties. The remainder of this page is intentionally left blank. Signatures of on next page. Page 38 of 49 318 By signing below, the parties acknowledge, represent, and warrant that they have read and agree to the terms and conditions of the Agreement, including all related agreements, schedules, Service Attachments, and/or amendments identified in this Order. The parties hereby represent that electronic signatures to this Order shall be relied upon and serves to bind them to the obligations stated herein. Each party hereby warrants and represents that he/she/it has the express authority to execute this Agreement(s). FOR Digital Telecommunications Corp. FOR City of Moorpark Signature: Signature: Printed Name: Printed Name: Title: Title: Address: Address: Signature Date / MSA Effective Date: Signature Date / MSA Effective Date: Page 39 of 49 319 S E R V I C E A T T A C H M E N T FOR EXTENDED SERVICES & MAINTENANCE Extended Service & Maintenance Service Attachment Rev. 2020 4-14 Page 1 of 10 This Service Attachment is between Digital Telecommunications Corp., a California S-Corporation (sometimes referred to as “we,” “us,” “our,” OR “Provider”), and the Client found on the applicable Order (sometimes referred to as “you,” “your,” OR “Client”) and, together with the Order and Master Services Agreement forms the Agreement between the parties the terms to which the parties agree to be bound. The parties agree as follows: DEFINITIONS Capitalized terms used in this Service Attachment shall have the meanings assigned to them below, or, if none is assigned, as reasonably understood to apply to them by the context of the portion of this Service Attachment where such terms are used or the meaning found in the Master Services Agreement. •SWA is defined as a manufacturer’s support subscription or a collection of support subscriptions from one or more manufacturers. •Standard Service Hours are from 8:00 a.m. to 5:00 p.m. Monday through Friday, local time, except Provider’s observed Holidays. Overtime rates apply for all other hours: double for legal holidays or time in excess of twelve hours; time-and-a-half for all other times. •Remote Labor is defined as any routine programming, assistance, instruction, or consultation that is performed via a phone call, modem connection, web-based interface, or other method that does not require the hands-on presence of a Provider technician at the Client’s location. •Minor Remote Labor is defined as any Remote Labor activity that takes less than 30 minutes to perform. •Technician Labor is defined as any routine support troubleshooting or programming at the line card or individual end-user level. •Engineering Labor is defined as any advanced voice or data support that requires design or programming in the Client’s communications or data network, or that involves consultation with one or more manufacturers to implement an inter-system application. •An Exhibit is an addendum to this Service Attachment which lists coverage specifics that may be liable to change without affecting the nature of the Service Attachment. In the event of a change, a revised Exhibit will be issued. •The Equipment is the Client’s collection of appliances and applications listed as an Exhibit to this Service Attachment, which Exhibit includes the physical address where the Equipment is maintained. Additions or changes to the Equipment or its location(s) will result in the iss uance of a new Exhibit. CONTACT INFORMATION The Client’s contact information is set forth on the Order. If contact information changes, the Client will notify Provider in writing. Provider’s contact information for the assigned Account Representative, as well as Escalation contacts, are set forth on the Order. MAINTENANCE Diagnosis and investigation are part of service labor. As part of investigating reported trouble, Provider may interview end-user(s) reporting the trouble, examine system log files and/or programming, and inspect equipment as necessary to diagnose the cause of a reported issue. Provider will provide analysis to the Client, including recommendations for resolution, and retain a record of the analysis on Provider’s Client Service Portal. Provider will document abnormal conditions observed during the course of requested work and provide an analysis to the Client, including recommendations for resolution. Further, Provider will advise the Client of EXHIBIT D Page 40 of 49 320 S E R V I C E A T T A C H M E N T FOR EXTENDED SERVICES & MAINTENANCE Extended Service & Maintenance Service Attachment Rev. 2020 4-14 Page 2 of 10 changes in the life cycle of covered equipment and software, consult with the Client about incorporating improvements or upgrades when they are available, and consult with the Client about options when equipment or software is at the manufacturer’s definition of end-of-sale or end-of-support. Emergency requests must include a voice call by a Client representative to Provider’s Client Service call center. Emails, web portal requests, and voicemail messages are not able to convey the necessary level of urgency that an emergency requires. Calls to Provider personnel outside of the Client Service call center risk bypassing Provider’s on-call process and can jeopardize timely technical response. Once a voice call has been received identifying a reported issue as an emergency, the Client’s representative will receive a callback from a Provider on-call technician within one (1) hour to diagnose the reported trouble. Subject to availability and Client approval, Provider may replace or repair covered equipment as required to resolve reported trouble. Subject to availability and Client approval, Provider may remotely install available application software updates to the Equipment. Updates that require technical on-site presence or remote performance outside of normal business hours may be billable at Service Attachment rates. Application software updates do not include server operating system (OS) software unless that OS software is provided in the application manufacturer’s software update issuance. It is the Client’s responsibility to ensure that servers and server operating systems have the required hardware and operating system specifications to support application software updates. Subject to availability, Provider shall offer renewal of SWA on or before the manufacturer’s renewal date. Provider will inform the Client of the renewal charges and invoice accordingly. If the Client declines to renew SWA and later needs to reinstate coverage, SWA will be requoted and may be subject to additional fees. This Service Attachment does not cover the replacement of parts or software that are lost, stolen, or damaged by accident, negligence, or causes other than ordinary use. Further, this Service Attachment does not include the material cost of additions, rearrangements, or relocation. If persons other than Provider representatives perform maintenance or repair to the Equipment, and Provider is required to restore the Equipment to good operation condition by reasons thereof, or if the Client requests service outside the scope of this Service Attachment, such repair or service will be furnished at Provider's applicable time-and-material rates then in effect. Should any equipment that was installed, added, moved or changed by a Provider technician malfunction as a result of that technician’s work, and that malfunction is reported to Provider within sixty (60) calendar days, Provider will correct the problem free of charge. EXCHANGING FAULTY OR DAMAGED EQUIPMENT AND PARTS Replacement of defective or otherwise damaged equipment and parts may be arranged at any time during the term of this Service Attachment. Replacement or repair of end-of-life equipment will be made on a best-effort basis. Lost or damaged software cannot be replaced. PREEXISTING CONDITIONS Upon commencement of the maintenance for systems previously supported by other vendors, Provider will perform an initial inspection of the Equipment. Any issues identified during the initial inspection will be exempted from coverage until resolved. If Provider identifies an adverse condition affecting the power supply or processor unit for a system, that system will be exempted from coverage until the issue is resolved. Exempted issues/conditions/systems will be identified in writing as an addendum to th is Service Attachment. Page 41 of 49 321 S E R V I C E A T T A C H M E N T FOR EXTENDED SERVICES & MAINTENANCE Extended Service & Maintenance Service Attachment Rev. 2020 4-14 Page 3 of 10 Provider will present a recommendation for resolution of any issue identified during the initial inspection. Provider labor and parts necessary to resolve any preexisting issues will be invoiced at an agreed rate. If the Client declines to resolve the issues, whether through Provider or another party, Provider may permanently exempt the identified issues or may decline to cover the affected system(s). Once the Client and Provider agree that preexisting conditions have been resolved, the terms of this Service Attachment will apply in full to the Equipment. ADDITIONS / REDUCTIONS If equipment or applications are added or expanded subsequent to the Effective Date, a revised charge will be computed to take into account the increased cost of servicing and maintaining the Equipment. In the case of multi-site coverage, if a new system or location is added subsequent to the Effective Date, the revised charge will be computed after taking into account any warranty period that might be applied to such equipment by Provider. Provider will then provide the appropriate revised Exhibit(s) to the Client. The Client may elect to cancel certain coverage items without terminating coverage for the remaining items by providing sixty (60) days written notice. Provider will then recalculate the cost associated with servicing and maintaining the remaining Equipment and provide the appropriate revised Exhibit(s) to the Client. PERFORMANCE In the performance of this Service Attachment, Provider shall be liable only for the expense of providing regular repair and maintenance service. Further, no liability will arise if the performance of such service is prevented by declared government emergencies, civil disturbance, strikes, or other causes bey ond the control of Provider. In performance of these services, Provider shall have, and the Client hereby grants, full access to the areas where the Equipment is located, in accordance with Client’s security and access requirements. Provider is not liable for delays in service of Equipment due to delays in granting of access to a Provider technician by Client’s personnel. In performance of this Service Attachment, Provider will at all times and for all purposes be and remain an independent contractor and in no case and under no circumstances will Provider or any of its employees, including but not limited to those of its employees actually performing any of Provider’s obligations under the Service Attachment, be considered or otherwise deemed to be employees or agents of the Client for any purpose whatsoever. Client has no right to control, and will not control, the manner and means of Provider’s (or its employees’) performance of the Service Attachment. Accordingly, neither Provider nor any of its employees or agents will be or become entitled to any of the compensation or employment-related benefits of any nature whatsoever which employees of the Client receive. Nor will they have the authority to enter into any agreement for or on behalf of the Client or otherwise bind the Client in any manner whatsoever except to the terms specifically set forth in this Service Attachment. EXHIBITS INCORPORATED BY REFERENCE Each of the exhibits attached hereto is expressly incorporated herein and made a part of this Service Attachment, and all references to this Service Attachment shall include the exhibits. In the event of any inconsistency between this Service Attachment (without reference to the exhibits) and the exhibits, this Service Attachment (without reference to the exhibits) shall govern. Page 42 of 49 322 S E R V I C E A T T A C H M E N T FOR EXTENDED SERVICES & MAINTENANCE Extended Service & Maintenance Service Attachment Rev. 2020 4-14 Page 4 of 10 TERM AND TERMINATION Term This Service Attachment is effective on the Service Start Date identified in the Order. Unless properly terminated by either party, this Service Attachment will remain in effect through the end of the term specified on the Order (the "Initial Term"). Renewal "RENEWAL" MEANS THE EXTENSION OF ANY INITIAL TERM SPECIFIED ON AN ORDER FOR AN ADDITIONAL TWELVE (12) MONTH PERIOD FOLLOWING THE EXPIRATION OF THE INITIAL TERM, OR IN THE CASE OF A SUBSEQUENT RENEWAL, A RENEWAL TERM. THIS SERVICE ATTACHMENT WILL RENEW AUTOMATICALLY UPON THE EXPIRATION OF THE INITIAL TERM OR A RENEWAL TERM UNLESS ONE PARTY PROVIDES WRITTEN NOTICE TO THE OTHER PARTY OF ITS INTENT TO TERMINATE AT LEAST SIXTY (60) DAYS PRIOR TO THE EXPIRATION OF THE INITIAL TERM OR OF THE THEN-CURRENT RENEWAL TERM. CLIENT MAY CANCEL AN AUTOMATIC RENEWAL BY CONTACTING PROVIDER AT: 1 (800) DTC-4-You, DTCSupport@dtc4you.com, or 25709 Rye Canyon Rd. Santa Clarita, CA 91423 Month-to-Month Services If the Order specifies no Initial Term with respect to any or all Services, then we will deliver those Services on a month-to-month basis. We will continue to do so until one party provides written notice to the other party of its intent to terminate those Services, in which case we will cease delivering those Servic es at the end of the calendar month in which such written notice is received by the other party. Early Termination by Client With Cause Client may terminate this agreement for cause following sixty (60) days’ advance, written notice delivered to Provider upon the occurrence of any of the following: • We fail to fulfill in any material respect our obligations under this agreement and fail to cure such failure within thirty (30) days following our receipt of your written notice. • We terminate or suspend our business operations (unless succeeded by a permitted assignee under this agreement) Early Termination by Client Without Cause If you have satisfied all of your obligations under this Service Attachment, then no sooner than ninety (90) days following the Service Start Date, you may terminate this Service Attachment without cause during the Initial Term upon sixty (60) days’ advance, written notice, provided that you pay us a Termination Fee equal to fifty percent (50%) of the recurring, Monthly Service Fees remaining to be paid from the effective termination date through the end of the Initial Term, based on the prices identified on the Order then in effect or the most recent invoice whichever is greater. You may terminate this Service Attachment without cause following the Initial Term upon sixty (60) days’ advance, written notice, without paying an early termination fee. Termination by Provider We may elect to terminate this Service Attachment upon thirty (30) days’ advance, written notice, with or without cause. Provider has the right to terminate this Service Attachment for less than ninety (90) days for illegal Client conduct. Provider may suspend the Services upon ten (10) days if Client violates a third -parties end user license agreement regarding provided software. Provider may suspend the Services upon fifteen (15) days if Client’s action or inaction hinder Provider from providing the contracted Services. Page 43 of 49 323 S E R V I C E A T T A C H M E N T FOR EXTENDED SERVICES & MAINTENANCE Extended Service & Maintenance Service Attachment Rev. 2020 4-14 Page 5 of 10 Effect of Termination As long as Client is current with payment of: (i) the Fees under this Agreement, (ii) any Project Services Attachment or Statement of Work for Off-Boarding, and/or (iii) payment of the Termination Fee prior to transitioning the services, then if either party terminates this Service Attachment, Provider will assist Client in the orderly termination of services, including timely transfer of the Services to another designated provider. Client shall pay us the actual costs of delivering any such assistance. Termination of this Ser vice Attachment for any reason by either party immediately nullifies all access to our services. Provider will immediately uninstall any affected software from Client’s devices, and Client hereby consent to such uninstall procedures. Upon request by Client, Provider may provide Client a copy of Client Data in exchange for a data-copy fee invoiced at Provider’s then prevailing rates, not including the cost of any media used to store the data. After thirty (30) days following termination of this Agreement by either party for any reason, Provider shall have no obligation to maintain or provide any Client Data and shall thereafter, unless legally prohibited, delete all Client Data on its systems or otherwise in its possession or under its control. Provider may audit Client regarding any third-party services. Provider may increase any Fees for Off -boarding that are passed to the Provider for those third-party services Client used or purchased while using the Service. Client agrees that upon Termination or Off-Boarding, Client shall pay all remaining third-party service fees and any additional third-party termination fees. Page 44 of 49 324 S E R V I C E A T T A C H M E N T FOR EXTENDED SERVICES & MAINTENANCE Extended Service & Maintenance Service Attachment Rev. 2020 4-14 Page 6 of 10 The parties, acting through their authorized officers, hereby execute this Agreement. FOR Digital Telecommunications Corp. FOR City of Moorpark Signature: Signature: Printed Name: Printed Name: Title: Title: Signature Date / Agreement Effective Date: Signature Date / Agreement Effective Date: Page 45 of 49 325 S E R V I C E A T T A C H M E N T FOR EXTENDED SERVICES & MAINTENANCE Extended Service & Maintenance Service Attachment Rev. 2020 4-14 Page 7 of 10 EXHIBIT A – Service Levels Parts Coverage Options ☒ Parts Included: When required, Provider will replace necessary parts without additional material charge. Replacement parts and equipment will be provided at no charge as long as the original damaged items have been received at Provider’s warehouse facility no later than thirty (30) days subsequent to the date the replacement items were shipped or otherwise delivered to Client. If this condition is not satisfied, Client will be invoiced for the full amount of the replacement cost of these items. ☐ Non-emergency replacements will be provided within twenty-four (24) hours of the Client's request. ☐ Non-emergency replacements will be provided within one (1) business day of the Client's request. ☒ Non-emergency replacements will be provided within five (5) business days of the Client's request. ☐ Maintenance Fund: Parts replacement will be applied against a prepaid Maintenance Fund. With Client approval, Provider will manage parts replacement then inform the Client of the remaining Fund. ☐ Maintenance Fund Expires: The Fund must be refreshed with each Renewal Cycle of the Service Attachment. ☐ Maintenance Fund Non-Calendared: The Fund is not subject to a calendared expiration. The stated rate for the hours applied against the fund will remain in effect until the Fund is depleted. Cancellation of Service Attachment forfeits remaining fund. ☐ No Parts Coverage: The Client is responsible for sourcing or maintaining a stock of replacement parts, or for managing parts replacement through manufacturer warranty/support subscription. Provider will invoice the Client for replacement parts provided by Provider. Provider will inform the Client of the potential for incurring material charges and obtain Client approval before ordering or providing required parts. ☐ Manufacturer Only: Parts replacement, including delivery schedule, is governed by manufacturer warranty/support subscription. Provider will provide manufacturer interface and manage parts replacement. ☐ Hybrid: Equipment is a mix of systems/components, only some of which include Provider or manufacturer parts coverage. The type of coverage or exclusion for each system or component is indicated on Exhibit D. Labor Options ☒ Provider Standard: Repair Labor during Standard Service Hours is included in the Service Attachment price. Move/Add/Change (MAC) Labor will be invoiced at specified rates. If requested service is determined to be MAC, Provider will inform the Client of the potential for incurring labor charges and will obtain Client approval before continuing work. ☒ Free Minor Remote Labor: Remote programming changes on NEC voice solutions with full Provider parts & labor coverage is no charge for the first thirty minutes. ☐ Labor Fund: All labor hours, Repair and MAC, will be applied against a prepaid Labor Fu nd based on the Service Rates listed in an exhibit to this Service Attachment. Labor will be applied against the Labor Fund at straight time during Standard Service Hours, double-time during observed legal holidays, and time-and-a-half during all other periods. Provider will monitor the Labor Fund and inform the Client of the remaining portion. ☐ Labor Fund Expires: The Fund must be refreshed with each Renewal Cycle of the Service Attachment. ☐ Labor Fund Non-Calendared: The Fund is not subject to a calendared expiration. The stated rate for the hours applied against the fund will remain in effect until the Fund is depleted. Cancellation of Service Attachment forfeits remaining fund. ☐ Labor Retainer: All labor will be invoiced at specified rates. Provider will inform the Client of the potential for incurring labor charges and obtain Client approval before commencing work. Page 46 of 49 326 S E R V I C E A T T A C H M E N T FOR EXTENDED SERVICES & MAINTENANCE Extended Service & Maintenance Service Attachment Rev. 2020 4-14 Page 8 of 10 ☐ Time and Materials: All labor will be invoiced at time-and-materials rates. Provider will inform the Client of the potential for incurring labor charges and obtain Client approval before commencing work. Report Options ☒ As-Needed Reports: Provider will perform remote or on-site inspection of the Equipment sufficient to provide a report of system condition, components, and licensing on an as -needed basis, not less than triennially. ☐ Annual Reports: Provider will perform remote or on-site inspection of the Equipment sufficient to provide a report of system condition, components, and licensing on an annual basis. ☐ Quarterly Reports: Provider will perform remote or on-site inspection of the Equipment sufficient to provide a report of system condition, components, and licensing on a quarterly basis. ☐ Monthly Reports: Provider will perform remote or on-site inspection of the Equipment sufficient to provide a report of system condition, components, and licensing on a monthly basis. Manufacturer Support Options ☒ SWA Only: Provider is only responsible for resale and ordering of manufacturer support subscriptions. Upgrades and technical support by Provider personnel are not included. SWA must be paid in full in advance. ☐ SWA + Upgrades: Provider is responsible for resale and ordering of manufacturer support subscriptions. Provider is further responsible for advising when upgrades are available, consulting whether an upgrade is advisable, and performing an upgrade with Client approval. SWA must be paid in full in advance. ☐ No SWA: Provider is not responsible for resale and ordering of manufacturer support subscriptions. Upgrades and technical support by Provider personnel are not included. Emergency Response Options Provider defines Emergency and Major outages as: a system down and not receiving calls; a system with more than 5% of trunks out of service; one or more attendant consoles out of service; more than 5% of the system endpoints out of service; and, in a healthcare environment, any emergency room phone not working. Emergency requests must include a voice call by a Client representative to Provider’s Client Service call center. Emails, web portal requests, and voicemail messages are not able to convey the necessary le vel of urgency that an emergency requires. Calls to Provider personnel outside of the Client Service call center risk bypassing Provider’s on-call process and can jeopardize timely technical response. Once a voice call has been received identifying a reported issue as an emergency, the Client’s representative will receive a callback from a Provider on-call technician within one (1) hour to diagnose the reported trouble. Diagnosis and investigation are part of Emergency Response Labor. ☒ Emergency Response Labor will be invoiced at specified rates. Provider will inform the Client of the potential for incurring labor charges and will obtain Client approval before commencing work. ☐ Emergency Response Labor will be applied against a Labor Fund at specified rates. Provider will monitor the Labor Fund and inform the Client of the remaining portion. ☐ Emergency Response Labor during Standard Service Hours is included at no additional charge. After-Hours Emergency Response Labor will be invoiced at specified rates. Provider will inform the Client of the potential for incurring labor charges and will obtain Client approval before commencing work. ☐ All Emergency Response Labor is included at no additional charge. ☐ Emergency parts replacement will be provided within three (3) hours of the Client’s approval. Page 47 of 49 327 S E R V I C E A T T A C H M E N T FOR EXTENDED SERVICES & MAINTENANCE Extended Service & Maintenance Service Attachment Rev. 2020 4-14 Page 9 of 10 ☐ Emergency parts replacement will be provided within four (4) hours of the Client's approval. ☐ Emergency parts replacement will be provided within eight (8) hours of the Client’s approval. ☐ Emergency parts replacement will be provided within twenty-four (24) hours of the Client’s approval. ☐ In addition to Provider’s definitions above, the Client includes the following as defining an Emergency: Page 48 of 49 328 S E R V I C E A T T A C H M E N T FOR EXTENDED SERVICES & MAINTENANCE Extended Service & Maintenance Service Attachment Rev. 2020 4-14 Page 10 of 10 EXHIBIT B – Service Rates Description Time & Materials Service Attachment Rate Remote Labor Minimum 30 minutes, 15-minute increments thereafter Remote Access Setup Charge $35.00 $35.00 Remote Support, Per Hour $200.00 $145.00 On-Site Labor Minimum 60 minutes, 15-minute increments thereafter Dispatch Trip Charge, Per Dispatch $50.00 $50.00 On-Site Cable Installer, Per Hour $95.00 $95.00 On-Site Technician, Per Hour $200.00 $145.00 On-Site Voice/Data Engineer, Per Hour $250.00 $200.00 Emergency Call-Out Minimum hours below, 30-minute increments thereafter Minimum Hours 4 hours 3 Hours Hourly Rate $400.00 $300.00 Notes for Service Rates 1) Listed rates are applicable during Provider’s standard business hours: Monday through Friday, 8:00 a.m. to 5:00 p.m., Pacific Time. 2) Overtime rates apply outside of normal business hours. Overtime is double on legal holidays and shifts extending past twelve hours, time-and-a-half at all other times outside of Provider’s standard business hours. 3) Except for emergency repairs, Holiday coverage is not included in Maintenance Service Attachments. Page 49 of 49 329